Buyer is duly formed, validly existing and in good standing under the laws of the state of its formation. Buyer has full corporate power and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary corporate action on the part of Buyer and all required consents and approvals that are required for the execution, delivery and performance of this Agreement by Buyer have been duly obtained. All requisite corporate action has been taken by Buyer in connection with the entering into this Agreement and the instruments referenced herein, and the consummation of the transactions contemplated hereby. The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof.