The execution, delivery and performance of this Agreement has been duly authorized by the Noteholders. This Agreement, when executed and delivered by the Noteholders in accordance with the terms hereof, shall constitute a valid and binding obligation of the Noteholders, enforceable against the Noteholders in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles.