This Agreement has been validly executed and delivered by MMT and, assuming the due execution and delivery hereof by DCG, constitutes a valid and binding obligation of MMT, enforceable against MMT in accordance with its terms, except to the extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles (regardless of whether such enforceability is considered in equity or at law).