All corporate action has been taken on the part of the Company, its Manager and the Members necessary for the authorization, execution and delivery of this Note.  The Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Note the valid and enforceable obligations they purport to be, and this Note, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms.