The Corporation has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Corporation of this Agreement and the other Transaction Documents, and the performance by the Corporation of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Corporation and constitutes the legal, valid, and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as the same may be limited by Creditors’ Rights.