Each Seller-Related Party has the requisite power and authority to enter into the Transaction Documents to which it is a party, and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents and the performance of such Seller-Related Party’s obligations thereunder have been duly authorized by its board of managers or Managing Member, as the case may be, and no other proceedings on the part of such Seller-Related Party is necessary to authorize such execution, delivery and performance. Each of the Transaction Documents to which such Seller-Related Party is a party has been duly executed and delivered by such Seller-Related Party and constitutes the such Seller-Related Party’s valid and binding obligation, enforceable against such Seller-Related Party in accordance with its terms (except to the extent that its enforceability may be limited by the Remedies Exception).