This Agreement has been, and each of the Ancillary Documents to which it is a party will be, duly executed and delivered by such and, assuming that this Agreement and each of the Ancillary Documents to which it is a party constitutes the legal, valid and binding obligation of each of the other Parties thereto, constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally.