Each Investor represents and warrants to each Borrower as follows: Such Investor has all necessary power to enter into this Agreement.  The execution, delivery and performance by such Investor of this Agreement has been duly authorized by all requisite action by such Investor; and this Agreement, has been duly executed and delivered by the Investor and constitutes the legal, valid and binding obligation of such Investor, enforceable in accordance with its respective terms, subject to the Legal Reservations.