Such Seller is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance. Such Seller will engage in such Transactions as principal.  The person signing this Agreement on behalf of such Seller is duly authorized to do so on such Seller’s behalf.  Such Seller has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect.