The PSPC Shareholder has the right, power, authority and capacity to execute and deliver this Agreement to which such PSPC Shareholder is a party, to consummate the transactions contemplated by this Agreement, and to perform such PSPC Shareholder’s obligations under this Agreement. This Agreement has been duly and validly authorized and approved, executed and delivered by the PSPC Shareholder. Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties thereto other than such PSPC Shareholder, this Agreement is duly authorized, executed and delivered by the PSPC Shareholder and constitutes the legal, valid and binding obligations of the PSPC Shareholder, enforceable against the PSPC Shareholder in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.