The execution, delivery and performance by Sellers of this Agreement and each Ancillary Agreement to which Sellers are a party and the consummation of the Transactions have been duly authorized by all requisite limited liability company action on the part of Sellers and no other limited liability company proceedings on the part of Sellers are necessary to authorize the execution, delivery and performance of this Agreement or any Ancillary Agreement; provided, however, that the foregoing shall be subject to entry of the Plan Confirmation Order. This Agreement and the Ancillary Agreements to which Sellers are a party have been duly and validly executed by Sellers and, assuming the due authorization, execution and delivery thereof by Buyer and any other parties thereto, constitute the valid and legally binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms and conditions, except as such enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance or other equitable remedies (the “ General Enforceability Exceptions ”).