The Purchaser is duly organized and validly existing under the laws of the jurisdiction of its organization. The execution and delivery by the Purchaser of this Agreement and the other Transaction Documents to which the Purchaser is a party, the performance by the Purchaser of its obligations hereunder and thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement and each Transaction Document constitute legal, valid, and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms.