The Loan Documents have been duly authorized by all necessary corporate or limited liability company, as the case may be, action on the part of each Obligated Party and this Agreement and the Loan Documents executed by each Obligated Party constitute, or in the case of the Floor Plan Notes and Revolving Credit Notes, will upon issuance constitute, the legal, valid and binding obligations, enforceable against each Obligated Party a party thereto in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).