The Seller has full power, in accordance with law, to execute and perform this Agreement and each other document, instrument or agreement required to be delivered hereby, including but not limited to the REPA and MSA (collectively the "Ancillary Agreements"), subject to the Seller obtaining the consents specified in Section 4.6 below. All necessary action (company or otherwise) has been taken by the Seller to authorize the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller and the consummation of the transactions contemplated hereby and thereby, and the same are and will be the valid and binding obligations of the Seller, enforceable in accordance with their respective terms except as enforceability may be limited by bankruptcy, moratorium, reorganization, receivership or similar laws affecting the rights of creditors generally. Subject to obtaining the consents specified in Section 4.6 below, neither the execution, delivery nor performance of this Agreement and the Ancillary Agreements does or will, after the giving of notice, lapse of time or otherwise: (i) result in any violation of or be in conflict with or constitute a default under any term or provision of the Articles of Organization or Operating Agreement of the Seller or any term or provision of any material judgment. decree, order, injunction, or, to the best of the Seller's knowledge after due inquiry, any statute, rule or regulation applicable to the Sender; (ii) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, security agreement or other adverse interest upon any of the Assets of the Seller pursuant to any such term or provision; (iii) constitute a default under or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any material contract, agreement, arrangement, commitment or plan to which the Seller is a party, or by which Seller or any of its Assets may be subject or bound; or (iv) accelerate or modify, or give any party thereto the right to accelerate or modify, the time within which, or the terms under which, the Seller is to perform any material duties or obligations or receive any material rights or benefits under any agreement or commitment.