This Termination Agreement is the legal, valid and binding obligation and agreement of it, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, winding up, insolvency, moratorium, liquidation or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application, including concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law)).