The execution and delivery by each of MMAC, MEC and Seller of this Agreement and each of the other Transaction Documents to which it is or will be a party, the performance by MMAC, MEC and Seller of its obligations hereunder and thereunder and the consummation by MMAC, MEC and Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company or corporate action, as applicable, on the part of MMAC, MEC and Seller, as applicable, and no other limited liability company or corporate proceeding, as applicable, on the part of MMAC, MEC or Seller or their board of directors or managers, stockholders, members or any other equityholders is necessary to authorize the execution, delivery and performance by MMAC, MEC and Seller of this Agreement and any of the other Transaction Documents to which MMAC, MEC or Seller, as applicable, is or will be a party. This Agreement has been and each of the other Transaction Documents has been or will be duly executed and delivered by MMAC, MEC and Seller, and (assuming due authorization, execution and delivery by each of the other parties hereto or thereto) this Agreement and each of the other Transaction Documents constitute a legal, valid and binding obligation of MMAC, MEC and Seller, enforceable against MMAC, MEC and Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).