MVC has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by MVC and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of MVC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. No MVC stockholder approvals are required to consummate the transactions contemplated hereby.