This Agreement and all of the other Facility Documents executed and delivered by Seller Parties and Guarantor in connection herewith are legal, valid and binding obligations of such Seller Parties and Guarantor and are enforceable against such Seller Parties and Guarantor in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity.