The Borrower is a corporation duly organized and validly existing under the laws of the state of its formation. The Borrower is authorized to do business and is in good standing in all other states and jurisdictions where the ownership of property or the nature of the business transacted by it, makes such qualification necessary, except where the failure to be so authorized would not reasonably be expected to result in a material adverse effect on the business, assets or financial condition of the Borrower and its subsidiaries, taken as a whole (a “ Material Adverse Effect ”). The Borrower has all requisite power and authority to execute and deliver this Agreement and each document attached hereto as an exhibit, any promissory note or other document related hereto (collectively, the “ Loan Documents ”) and to perform its obligations under such Loan Documents and to own its property and carry on its business. The Loan Documents to which the Borrower is party on the date hereof have been duly authorized by all requisite corporate action on the part of the Borrower and duly executed and delivered by authorized officers of the Borrower. Each of the Loan Documents to which the Borrower is a party on the date hereof constitutes a valid obligation of the Borrower, legally binding upon and enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.