Purchaser has full power, in accordance with law, to execute and perform this Agreement and each other document, instrument or agreement required to be delivered by them hereby (collectively the "Ancillary Agreements"), subject to Purchaser obtaining the consents specified in Section 5.3 below. All necessary action has been taken by Purchaser to authorize the execution, delivery, and performance of this Agreement and the Ancillary Agreements by Purchaser and the consummation of the transactions contemplated hereby and thereby, and the same are and will be the valid and binding obligations of Purchaser 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 5.3 below, neither the execution, delivery nor performance of this Agreement and the Ancillary Agreements does or w-ill, after the giving of notice, lapse of time or otherwise 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 Purchaser or any term or provision of any material judgment, decree, order, injunction, or to the best of Purchaser's knowledge after due inquiry, any statute, rule or regulation applicable to Purchaser.