This Agreement and each other Transaction Agreement to which such Backstop Participant is a party (a) has been, or prior to its execution and delivery will be, duly and validly executed and delivered by such Backstop Participant and (b) when executed and delivered, assuming this Agreement has been duly authorized, executed and delivered by the Company and each of the Debtor Subsidiaries party hereto, will constitute the valid and binding obligations of such Backstop Participant, enforceable against such Backstop Participant in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.