The execution, delivery and performance by Borrower of each Loan Document to which it is or is to be a party is within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (a) contravene Borrower’s charter or bylaws, (b) violate any law, rule, regulation (including, without limitation, Regulation X of the Board), order, writ, judgment, injunction, decree, determination or award binding upon Borrower, (c) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on Borrower or any of Borrower’s properties except, in the case of performance by Borrower, to the extent that such conflict or breach would not be reasonably expected to result in a Material Adverse Effect, or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of Borrower. As of the date hereof, Borrower is not in violation of any such law (including any Anti-Terrorism Laws), rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which (other than the violation or breach of any Anti-Terrorism Law) would be reasonably likely to have a Material Adverse Effect.