Maker has all necessary limited liability company power, authority and legal right to execute, deliver and perform its obligations under this Note and the Collateral Documents to which Maker is a party; the execution, delivery and performance by Maker of this Note and the Collateral Documents to which Maker is a party have been duly authorized by all necessary corporate or other action on its part; and this Note and the Collateral Documents to which Maker is a party have been duly and validly executed and delivered by Maker.