Each Restricted Person has the power and authority to execute, deliver, and perform its respective obligations under this Agreement and the other Loan Documents. Each Restricted Person has taken all action necessary to authorize the execution and delivery by it of the Loan Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.  This Agreement and the other Loan Documents have been duly executed and delivered by Borrower and each other Restricted Person a party thereto.  Borrower is duly authorized to borrow funds hereunder.