The Borrower has the requisite power and authority to execute, deliver and perform this Agreement and each of the other Loan Documents to be executed and delivered by the Borrower pursuant to this Agreement, and to assume and perform any obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the other Loan Documents to be executed and delivered by the Borrower pursuant to this Agreement have been duly authorized, executed and delivered by the Borrower and are valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other laws from time to time in effect which affect creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Borrower has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or similar law nor does Borrower have any Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or similar proceedings.