Authorization of Agreement

Authorization of Agreement. The execution, delivery and performance by the Companies of the Transaction Agreements to which it is a party and the consummation of the Transaction have been duly authorized by the requisite limited liability company action on the part of such Company. No other action on the part of any Company is necessary to authorize (a) the execution and delivery of this Agreement and the other Transaction Agreements to which it is a party, (b) the performance of its obligations hereunder or thereunder and (c) the consummation of the Transaction. Each of the Transaction Agreements to which a Company is a party has been or will be at or prior to the Closing, duly and validly executed and delivered by the applicable Company and (assuming the due authorization, execution and delivery by the other parties thereto) each such Transaction Agreement, when so executed and delivered, will constitute, the legal, valid and binding obligations of such Company, enforceable against it in accordance with its terms, subject to applicable Equitable Principles.