This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrowers and constitute a legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrowers, Sole Members or Guarantor including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and none of Borrowers, Sole Members or Guarantor have asserted any right of rescission, set-off, counterclaim or defense with respect thereto.