The execution, delivery, and performance of this Agreement, the Notes, each of the Collateral Documents and the Loan Documents are duly authorized and do not require the consent or approval or authorization of or filing or registration with any governmental body or regulatory authority, other than such consents or approvals (i) as have been obtained, (ii) which the failure to attain would not materially adversely affect the Borrower and (iii) the filing of Uniform Commercial Code financing statement(s) with respect to the Collateral; and this Agreement, the Notes, the Collateral Documents and the Loan Documents when executed will be, legal, valid and binding obligations of the Borrower, enforceable against each in accordance with their respective terms.