The Majority Member has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and each other Transaction Documents to which it is a party. The Majority Member has taken all necessary limited liability company action to authorize execution, delivery and performance of this Agreement and each other Transaction Document to which the Majority Member is a party and the performance of its obligations hereunder and thereunder. This Agreement has been, and each other Transaction Document to which the Majority Member is a party have been or at or prior to the Closing will be, duly and validly executed and delivered by the Majority Member and when executed and delivered by the Majority Member (assuming the accuracy of the representations and warranties in Sections 2.02 and 4.02 ), will constitute legally valid and binding agreements of the Majority Member, enforceable in accordance with their terms, except as the enforceability thereof may be limited by the Enforceability Exceptions.