The HCM Managing Member has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement to which the HCM Managing Member is a party, and to perform the HCM Managing Member’s obligations under this Agreement to which the HCM Managing Member is a party. This Agreement has been duly and validly authorized and approved, executed and delivered by the HCM Managing Member. Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties thereto other than the HCM Managing Member, this Agreement is duly authorized, executed and delivered by the HCM Managing Member and constitutes the legal, valid and binding obligation of the HCM Managing Member, enforceable against the HCM Managing Member in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.