Valid Obligations. The Loan Documents are legal, valid and binding obligations of Borrower and each Third Party Pledgor, respectively, enforceable in accordance with their terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally). The Security Agreement is effective to create a valid security interest in the Collateral.

This Agreement, the Loan and Security Documents, and all other agreements, documents or instruments to be delivered by Borrower in connection with the transactions contemplated hereunder have each been duly authorized, executed and delivered and the transactions contemplated hereby or thereby have been duly authorized. This Agreement, the Loan and Security Documents and such other agreements, documents or instruments constitute Borrower's valid and legally binding obligations and are enforceable against Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the rights of creditors generally.