Corporate Power, Authority and Binding Agreement. As of the Effective Date, # it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; # it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and # this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally;

Corporate Power, Authority and Binding Agreement. As of the Effective Date, # it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; # it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and # this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.

Corporate Power, Authority and Binding Agreement. As of the Effective Date or the date of any required approval by its shareholders, # it has the power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; # it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and # this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms.

Corporate Power, Authority and Binding Agreement. As of the Effective Date or the date of any required approval by its shareholders, # it has the power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; # it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and # this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms.

Power and Authority; Binding Agreement. Issuer has the requisite corporate power and authority to execute and deliver, and when the Certificate of Designation has been adopted and filed with the Secretary of State of the State of Delaware, to perform its obligations under the Certificate of Designation and this Agreement, and Issuer has taken all necessary corporate action to authorize the execution, delivery and performance of the Certificate of Designation, this Agreement and the consummation of the Debt Exchange. This Agreement has been duly executed and delivered by Issuer and, assuming the due authorization, execution and delivery by Investor, constitutes the valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms.

Corporate Power and Authority. The execution, delivery, and performance by Borrower of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not # require any consent or approval of the stockholders of such corporation; # contravene such corporation’s charter or bylaws, # violate any provision of any law, rule, regulation (including without limitation Regulations U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Borrower; # result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected; # result in, or require, the creation or imposition of any lien, upon or with respect to any of the properties now owned or hereafter acquired by Borrower; and # cause Borrower to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award or any such indenture, agreement, lease, or instrument.

Corporate Power, Authority and Binding Agreement. As of the Effective Date, # it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; # it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and # this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.

Corporate Power, Authority and Binding Agreement. As of the Effective Date, # it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; # it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and # this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally;

Corporate Power, Authority and Binding Agreement. As of the Effective Date, # it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; # it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and # this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.

Corporate Power, Authority and Binding Agreement. As of the Effective Date or the date of any required approval by its shareholders, # it has the power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; # it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and # this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms; and (c) No Conflict. The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder do not, in any material respect, conflict with, violate, or breach or constitute a default or require any consent that has not been obtained under any contractual obligation or court or administrative order by which such Party is bound.