The Borrower and the Guarantors have the corporate power and authority and legal right to execute and deliver the Loan Documents to which they are a party and to perform their obligations thereunder. The execution and delivery by the Borrower and the Guarantors of the Loan Documents to which they are a party and the performance of their obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents to which the Borrower or such Guarantors are a party constitute legal, valid and binding obligations of the Borrower or such Guarantors enforceable against the Borrower or such Guarantors 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 general principles of equity.