Member has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.  This Agreement has been duly executed by Member and constitutes the valid and binding obligation of Member, enforceable against Member in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. No consent of any third party is necessary in order for Member to execute, deliver and perform its obligations under this Agreement.