This Agreement and, when entered into, each other Transaction Agreement has been duly executed and delivered by the Company and each of the Debtor Subsidiaries party thereto. Assuming this Agreement has been duly authorized, executed and delivered by the Backstop Participants and the other parties thereto, the Company’s (and to the extent applicable, the Debtor Subsidiaries’) Prepetition Obligations under this Agreement constitute the valid and legally binding obligations of the Company and, to the extent applicable, the Debtor Subsidiaries, enforceable against the Company and, to the extent applicable, the Debtor Subsidiaries in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “ Bankruptcy and Equity Exception ”). Upon entry of the Backstop Order and the Confirmation Order, as applicable, and assuming this Agreement and each other Transaction Agreement has been duly authorized, executed and delivered by the Backstop Participants and the other parties hereto and thereto, the Company’s (and to the extent applicable, the Debtor Subsidiaries’) Postpetition Obligations under this Agreement constitute the valid and legally binding obligations of the Company and, to the extent applicable, the Debtor Subsidiaries, enforceable against the Company and, to the extent applicable, the Debtor Subsidiaries in accordance with their respective terms.