Common use of Authority; Execution; Enforceability Clause in Contracts

Authority; Execution; Enforceability. Issuer has all requisite power and authority to (a) execute and deliver this Agreement, (b) perform its obligations hereunder, and (c) consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, by Issuer have been duly authorized by all requisite action on the part of Issuer and no other action on the part of Issuer is necessary for the execution, delivery and performance of this Agreement by Issuer or the consummation of the transactions contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement and the Issuer LLC Agreement by all other parties hereto and thereto, this Agreement and the Issuer LLC Agreement constitute valid and binding obligations of Issuer, enforceable against Issuer in accordance with their respective terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar federal, state, local, international statute, law (including international conventions, protocols and treaties), ordinance, rule, regulation, or legally binding guidance document of any Governmental Entity (together, “Laws”) affecting creditors’ rights and remedies generally and (y) general principles of equity. Issuer has all requisite power and authority to issue Issuer Units in accordance with this Agreement.

Authority; Execution; Enforceability. Issuer The Subscriber has all requisite capacity, power and authority to (a) execute and deliver this Agreement and the Issuer LLC Agreement, (b) perform its obligations hereunderhereunder and thereunder, and (c) consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Issuer LLC Agreement, the performance of its obligations hereunderhereunder and thereunder, and the consummation of the transactions contemplated hereby, hereby and thereby by Issuer have the Subscriber has been duly authorized by all requisite action on the part of Issuer such Subscriber, and no other action on the part of Issuer the Subscriber is necessary for the execution, delivery and performance of this Agreement and the Issuer LLC Agreement by Issuer the Subscriber or the consummation of the transactions contemplated herebyhereby and thereby. Assuming the due authorization, execution and delivery of this Agreement by all other parties hereto and the Issuer LLC Agreement by all the other parties hereto and thereto, this Agreement and the Issuer LLC Agreement constitute the legal, valid and binding obligations obligation of Issuerthe Subscriber, enforceable against Issuer the Subscriber in accordance with their respective its terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar federal, state, local, international statute, law (including international conventions, protocols and treaties), ordinance, rule, regulation, or legally binding guidance document of any Governmental Entity (together, “Laws”) Laws affecting creditors’ rights and remedies generally and (y) general principles of equity. Issuer has all requisite power and authority to issue Issuer Units in accordance with this Agreement.

Authority; Execution; Enforceability. Issuer has all requisite power and authority to (a) execute and deliver this Agreement, (b) perform its obligations hereunder, and (c) consummate the transactions transaction contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions transaction contemplated hereby, by Issuer have been duly authorized by all requisite action on the part of Issuer and no other action on the part of Issuer is necessary for the execution, delivery and performance of this Agreement by Issuer or the consummation of the transactions transaction contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement and the Issuer LLC Agreement by all other parties hereto and theretohereto, this Agreement and the Issuer LLC Agreement constitute constitutes a valid and binding obligations obligation of Issuer, enforceable against Issuer in accordance with their respective its terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar federal, state, local, international statute, law (including international conventions, protocols and treaties), ordinance, rule, regulation, or legally binding guidance document of any Governmental Entity (as defined below) (together, “Laws”) affecting creditors’ rights and remedies generally and (y) general principles of equity. Issuer has all requisite power and authority to issue the Issuer Units in accordance with this Agreement.