Each Senior Lender hereby represents and warrants to Subordinated Creditor that as of the date hereof: (a) such Senior Lender has the legal capacity and authority to enter into, execute, deliver and carry out the terms of this Agreement, all of which have been duly authorized by all proper and necessary action; (b) the execution of this Agreement by such Senior Lender will not violate or conflict with any material agreement binding upon such Senior Lender or any law, regulation or order or require any consent or approval which has not been obtained; and (c) this Agreement is the legal, valid and binding obligation of such Senior Lender, enforceable against such Senior Lender in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles.