Each Seller has the corporate or other power and authority, and the legal right, to make, deliver and perform its obligations under each Transaction Document to which it is a party and to consummate the transactions herein and therein contemplated and has taken all necessary corporate action to authorize the consummation of the transactions herein and therein contemplated and to authorize the execution, delivery and performance of the Transaction Documents to which it is a party.  Except for filings with respect to the disclosure of the Transaction Documents pursuant to the Securities Exchange Act of 1934, as amended (all of which filings shall be made at or prior to the time required by applicable law), no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required with respect to such Seller or any of its Subsidiaries in connection with the transactions hereunder or with the execution, delivery, performance, validity or enforceability of the Transaction Documents to which such Seller is a party.  This Agreement and each other Transaction Document to which such Seller is, or is to become, a party has been or will be, as applicable, duly executed and delivered on behalf of such Seller.  This Agreement and each other Transaction Document to which such Seller is, or is to become, a party constitutes or will constitute, as applicable, a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.