Noteholder has all limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Noteholder in connection with the consummation of the transactions contemplated hereby and thereby (the “ Ancillary Agreements ”), and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Noteholder of this Agreement and each Ancillary Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary respective limited liability company action on behalf of Noteholder. This Agreement and each Ancillary Agreement has been duly executed and delivered by Noteholder and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement and each Ancillary Agreement constitutes the legal, valid and binding obligations of Noteholder, enforceable against Noteholder in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).