Such Party has the full power, right and authority to enter into and perform its obligations under this Agreement.  Each Party has received all authorizations necessary to enter into and perform its obligations under this Agreement, and no other consents or authorizations are necessary.  Such Party’s execution, delivery and performance of this Agreement does not and will not conflict with or result in a violation of any agreement or instrument to which it is a Party or which is binding upon it or any law or regulation or any judgment, order or decree of any court or administrative body to which it is subject.