Each of the Loan Parties has the requisite power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each of the Loan Parties of the Loan Documents to which it is a party and the performance by such Loan Party of its obligations thereunder have been duly authorized by proper proceedings on the part of such Loan Party, and the Loan Documents to which it is a party constitute legal, valid and binding obligations of each of the Loan Parties party thereto enforceable against each of the Loan Parties in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law).