Common use of Equity Commitments Clause in Contracts

Equity Commitments. (a) Parent shall be entitled to enforce, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the Founders, and with Key Investor Consent (as defined below), if the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 and 6.02 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to Closing. (b) Subject to the terms and conditions of the Equity Commitment Letter, each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager of the relevant Investor, without any consent of any of the other Investors (a “Permitted Syndication”); provided that any such Permitted Syndication does not require any additional Consent, filing, registration, or declaration in order to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor of its obligations under its Equity Commitment Letter in the event that any such Affiliate fails to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down or syndication of all or part of the Equity Commitments will be subject to receipt of (x) the Key Investor Consent and (y) the prior written consent of either of the Founders (clauses (x) and (y), collectively, “Investor Consent”). (c) The following matters shall be subject to the prior written consent of a majority in interest (measured by the aggregate amount of all such Capital Commitments) of the Key Investors (“Key Investor Consent”): (x) any agreement by Parent, Merger Sub or an Investor to amend, modify or waive an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, (y) any agreement by Parent, Merger Sub to terminate an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, or (z) any entrance by Parent into a Rollover Agreement.

Equity Commitments. (a) Parent shall be entitled to enforceEach Investor hereby affirms and agrees that Parent, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of Blackstone, shall be entitled to enforce the Foundersprovisions of each Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter until Blackstone has determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder (subject to the approvals set forth herein). Parent shall have no right to enforce any of the Equity Commitment Letters unless acting at the direction of Blackstone, and with Key no Investor Consent shall have any right to enforce any of the Equity Commitment Letters except as acting through Parent. Blackstone’s Equity Commitment Letter may not be amended, modified, supplemented or terminated, and no provision in Blackstone’s Equity Commitment Letter may be waived, in each such case, by Parent without the prior written consent of H&F. (as defined below), if the Founders jointly have, acting reasonably b) All securities issued by Parent and in good faith, determined that (x) all conditions to effect its subsidiaries at the Closing set forth shall be issued to the Investors pro rata in Sections 6.01 class, series and 6.02 of amount proportionate to the Merger Agreement relative total amounts committed and rolled-over by all Investors in accordance with each Investor’s Commitments. (the “Closing Conditions”c) have been and are continuing Prior to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closingno Investor shall transfer, directly or indirectly, its equity interests in Parent or its obligations and rights under its Equity Commitment Letter, other than in accordance with Section 2.7(d), except a transfer to one or more affiliated private equity funds (which, for the avoidance of doubt, shall not include any conditions that have been waived co-investment vehicle or other special purpose vehicle formed to indirectly transfer economic, dispositive or other direct or indirect ownership interests of Parent common stock or otherwise to circumvent the transfer restriction provisions herein) or as unanimously approved by Parent and Merger Sub with Key Investor Consent, the Requisite Investors. (yd) all conditions Prior to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at Blackstone shall have the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required opportunity to occur pursuant to Section 1.06 syndicate a portion of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court aggregate equity commitments of competent jurisdiction in accordance with both of the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter Requisite Investors in accordance with, and subject to the conditions oflimitations set forth in, this Section 2.7(d) and the section of Schedule C entitled “Sell-Down” (the “Sell-Down Terms”); provided, that such assignment will not relieve the assigning Requisite Investor of its obligations hereunder or under its respective Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitationBlackstone, in consultation with H&F, will coordinate and arrange any syndication of equity commitments in accordance with the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing)Sell-Down Terms and, then Parent may, with Key Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to Closing. (b) Subject to the terms and conditions of the Equity Commitment Letter, each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored unless otherwise unanimously agreed by the investment manager of the relevant InvestorRequisite Investors, without any consent of any of the other Investors (a “Permitted Syndication”); provided that any such Permitted Syndication does not require any additional Consent, filing, registration, or declaration assignee investor shall agree in order writing to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor of its obligations under its Equity Commitment Letter in the event that any such Affiliate fails to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down or syndication of all or part of the Equity Commitments will be subject to receipt the provisions of (x) this Agreement applicable to Investors in accordance with Section 2.16. Any reduction in the Key Investor Consent and (y) aggregate equity capital necessary for Parent and/or Merger Sub to effect the prior written consent of either consummation of the Founders (clauses (x) transactions contemplated by the Merger Agreement and (y), collectively, “Investor Consent”to pay any and all fees and expenses in connection therewith shall be treated as a syndication of the equity commitments as contemplated by this Section 2.7(d). (ce) The following matters shall be subject Notwithstanding anything herein to the prior written consent of a majority contrary, in interest no event shall (measured by i) the aggregate amount of all such Capital Commitmentsfunded indebtedness of Parent and its subsidiaries be less than $1,650,000,000 and (ii) Blackstone’s aggregate cash equity commitment to Parent be less than $550,000,000 whether or not there has been any syndication of the Key Investors (“Key Investor Consent”): (x) any agreement equity commitments as contemplated by Parent, Merger Sub or an Investor to amend, modify or waive an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, (y) any agreement by Parent, Merger Sub to terminate an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, or (z) any entrance by Parent into a Rollover AgreementSection 2.7(d).

Equity Commitments. (a) 1.2.1 Each Sponsor hereby affirms and agrees that it will direct its affiliated EC Investor to comply with, and that such EC Investor is bound by, the provisions set forth in its Equity Commitment Letter and will direct its EC Investor to take all actions within its power to comply with the terms of the Equity Commitment Letter subject to the conditions and limitations therein. Parent shall be entitled to enforce, and shall enforce, the obligation provisions of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with this Agreement and the terms of such Equity Commitment Letter, only if (i) acting at the direction of the Founders, and with Key Investor Consent (as defined below)Sponsors, if the Founders Sponsors jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 Section 7.01 and 6.02 7.03 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which or are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to the other obligations of funding under Section 2 of such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which or are capable of being satisfied at the Closing), except for any (ii) acting at the direction of the Sponsors, the Sponsors have jointly determined to waive all unsatisfied conditions that have been waived by under Section 7.01 and 7.03 of the applicable InvestorMerger Agreement and the Equity Commitment Letter, and (z) that the Closing is required to occur pursuant to Section 1.06 7 of the Merger Agreement or (iii) at the direction of the Company, under the specific circumstances and as specifically set forth in Section 7 of the Merger Agreement, or (ii) and as required by an order for specific performance issued by a court of competent jurisdiction provided in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to Letter, and provided that the Company does in fact so cause Parent to enforce such Equity Commitment Letter in accordance withprovisions. None of the Investors, and subject Parent, or Merger Sub shall attempt to the conditions of, such enforce any Equity Commitment Letter, until the conditions set forth in this Section 1.2 have been satisfied. For Subject to the avoidance of doubtpreceding sentence, the Investors Parent shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required Letters, and shall not attempt to be funded by one or more Investors under do so, except in accordance with their respective Equity Commitment Letter upon written notice to such Investors prior to Closing. (b) terms and ratably among the EC Investors. Subject to the terms and conditions Section 11 of the its relevant Equity Commitment Letter, each EC Investor may (x) assign, sell-down or syndicate all or any part of its Equity Commitment to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager of the relevant EC Investor, without any consent of any of the other Investors (a “Permitted Syndication”); provided that any such Permitted Syndication does not require any additional Consent, filing, registration, or declaration in order to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor (y) assign, sell-down or syndicate all or any part of its obligations under its Equity Commitment Letter in to the event other Sponsor, any Additional Rollover Shareholder or holder of shares of the Company that agrees to become a Rollover Shareholder after the date of this Agreement or any such Affiliate fails to perform such obligationsof the foregoing with the prior written consent of each Lead Investor (a “Permitted Shareholder Assignment”). Other than a Permitted SyndicationSyndication or Permitted Shareholder Assignment, any assignment, sell-down or syndication of all or part of the Equity Commitments will be subject to receipt of (x) the Key Investor Consent and (y) the prior written consent of either each of the Founders Lead Investors. 1.2.2 In the event that the Sponsors, acting together, determine that the aggregate amount of cash required to consummate the Closing is less than the aggregate amount of equity financing initially committed by the EC Investors in their respective Equity Commitment Letter, each EC Investor’s respective obligations to make cash contributions to Parent at Closing shall be reduced pro rata based on the respective Equity Commitments and in the manner set forth and solely to the extent permitted in their respective Equity Commitment Letters. 1.2.3 Pursuant to Section 2.2 of the Support Agreement, the Lead Investors, acting together, may determine to reduce the amount of Rollover Shares of the Additional Rollover Shareholders in part or in whole, and if the Lead Investors so determine, the Sponsors or their respective EC Investors shall increase the amount of equity financing in their Equity Commitment Letters in an aggregate amount necessary to consummate the Closing, with the allocation of such additional amount of equity financing as between the Sponsors and their respective EC Investors to be determined by the Lead Investors, acting together; provided, that (clauses (xi) any such change must be made in accordance with the Merger Agreement, and (y)ii) to the extent that the Sponsors or their respective EC Investors do not fund at or prior to Closing such additional amount of equity financing necessary to consummate the Closing, collectivelythe amount of Rollover Shares of the Additional Rollover Shareholder may not be reduced. Additionally, “Investor Consent”). (c) The the following matters shall be subject to the prior written consent of a majority in interest (measured by the aggregate amount of all such Capital Commitments) of the Key Investors (“Key Investor Consent”): Lead Investors: (x) any assignment or consent to assignment by an EC Investor under an Equity Commitment Letter (unless such assignee is pursuant to a Permitted Syndication or Permitted Shareholder Assignment and becomes party to this Agreement and accedes to the rights and obligations of EC Investor, as applicable), (y) any agreement by Parent, Merger Sub a Sponsor or an EC Investor to amend, modify or waive an Equity Commitment LetterLetter if such amendment, modification or waiver would be adverse and disproportionate to the Warrant Exchange AgreementFounders as compared to the Sponsors, or which shall otherwise be subject to prior written consent of the Noteholder Conversion Agreement, (y) any agreement by Parent, Merger Sub to terminate an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion AgreementSponsors, or (z) any entrance agreement by Parent into a Rollover Agreementto terminate an Equity Commitment Letter (other than in accordance with the terms of the Equity Commitment Letter, including Section 8 thereof).

Equity Commitments. (a) Parent shall be entitled to enforceEach Investor hereby affirms and agrees that Parent, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the FoundersRequisite Investors, and with Key Investor Consent (as defined below), if the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 and 6.02 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to shall be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent entitled to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such provisions of each Equity Commitment Letter. For Parent shall not attempt to enforce any Equity Commitment Letter until the avoidance of doubt, Requisite Investors have determined that the Investors Closing Conditions have been satisfied or validly waived as permitted hereunder. Parent shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required Letters unless acting at the direction of the Requisite Investors, and no Investor shall have any right to be funded by one or more Investors under their respective enforce any of the Equity Commitment Letter upon written notice to such Letters except as one of the Requisite Investors prior to Closingacting through Parent. (b) Subject All securities issued by Parent and its subsidiaries at the Closing shall be equity securities, and shall be issued to the terms Investors pro rata in class, series and conditions of amount proportionate to the Equity Commitment Letter, relative total amounts purchased and rolled-over by all Investors in accordance with each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment Investor’s Commitments (to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager of the relevant Investor, without any consent of any of the other Investors (a “Permitted Syndication”); provided that any such Permitted Syndication does not require any additional Consent, filing, registration, or declaration in order to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor of its obligations under its Equity Commitment Letter in the event that any such Affiliate fails to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down or syndication of all or part of the Equity Commitments will be subject to receipt of (x) the Key Investor Consent and (y) the prior written consent of either of the Founders (clauses (x) and (yextent funded at Closing), collectively, “Investor Consent”other than any equity securities issued to management in transactions contemplated by Schedule A-1 and Schedule A-2 (which shall include the equity securities described therein). (c) The following matters shall be subject Except as set forth in Section 2.6(d) below, prior to the prior written consent of a majority Closing, no Investor shall transfer, directly or indirectly, its equity interests in interest (measured by the aggregate amount of all such Capital Commitments) of the Key Investors (“Key Investor Consent”): (x) any agreement by Parent, Merger Sub Parent or an Investor to amend, modify or waive an its obligations and rights under its Equity Commitment Letter, other than as provided for in the Warrant Exchange Agreementapplicable Equity Commitment Letter or a transfer to one or more affiliated funds or affiliated entities or entities with a common investment advisor (in each case, other than portfolio companies) or as approved by the Noteholder Conversion AgreementRequisite Investors, (y) any agreement by Parent, Merger Sub but in each case subject to terminate an the terms of the applicable Equity Commitment Letter. (d) The “Commitment Amount” of Citigroup Global Markets Inc. (as defined in the Equity Commitment Letter from Citigroup Global Markets Inc. dated the date hereof (the “CGM Equity Commitment”)) may be reduced, as of the Closing, in the manner set forth in the Bridge Syndication and Fee Agreement dated as of the date hereof (the “Syndication Agreement”) between Parent and Citigroup Global Markets Inc. (e) Notwithstanding anything to the contrary contained in this Agreement or in any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement (other than the CGM Equity Commitment), nothing contained in this Agreement or in any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement shall affect the rights of Citigroup Global Markets Inc. under the provisions of the Syndication Agreement, including, without limitation, any action by Requisite Investors, transfer restrictions, non-compete provisions, the Warrant Exchange provisions of Section 2.11(c) and rights of first refusal; and in the event of a conflict between the provisions of this Agreement or any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement (other than the CGM Equity Commitment) and the Syndication Agreement, or the Noteholder Conversion Agreement, or (z) any entrance by Parent into a Rollover Agreementprovisions of the Syndication Agreement shall govern.

Equity Commitments. (a) Parent shall be entitled to enforce, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the Founders, and with Key Investor Consent (as defined below), if the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 and 6.02 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent ▇▇▇▇▇▇ and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to Closing. (b) Subject to the terms and conditions of the Equity Commitment Letter, each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager of the relevant Investor, without any consent of any of the other Investors (a “Permitted Syndication”); provided that any such Permitted Syndication does not require any additional Consent, filing, registration, or declaration in order to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor of its obligations under its Equity Commitment Letter in the event that any such Affiliate fails to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down or syndication of all or part of the Equity Commitments will be subject to receipt of (x) the Key Investor Consent and (y) the prior written consent of either of the Founders (clauses (x) and (y), collectively, “Investor Consent”). (c) The following matters shall be subject to the prior written consent of a majority in interest (measured by the aggregate amount of all such Capital Commitments) of the Key Investors (“Key Investor Consent”): (x) any agreement by Parent, Merger Sub or an Investor to amend, modify or waive an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, (y) any agreement by Parent, Merger Sub to terminate an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, or (z) any entrance by Parent into a Rollover Agreement.

Equity Commitments. (a) Parent shall be entitled to enforceEach Investor hereby affirms and agrees that Parent, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the FoundersRequisite Investors, and with Key Investor Consent (as defined below), if shall be entitled to enforce the Founders jointly have, acting reasonably and in good faith, provisions of each Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter until the Requisite Investors have determined that the Offer Conditions (xin the case of cash equity commitments) all or the conditions to effect the Closing closing of the Merger set forth in Sections 6.01 and 6.02 Article VIII of the Merger Agreement (in the “Closing Conditions”case of rollover equity commitments) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been or validly waived by as permitted hereunder. Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required Letters unless acting at the direction of the Requisite Investors, and no Investor shall have any right to be funded by one or more Investors under their respective enforce any of the Equity Commitment Letter upon written notice to such Letters except as one of the Requisite Investors prior to Closingacting through Parent. (b) Subject All securities issued by Parent and its subsidiaries at the closing of the purchase of shares pursuant to the terms Offer and conditions of at the Equity Commitment LetterClosing shall be equity securities, and shall be issued to the Investors pro rata in class, series and amount proportionate to the relative total amounts purchased and rolled-over by all Investors in accordance with each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment Investor's Commitments (to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager of extent funded at the relevant Investor, without any consent of any of the other Investors Acceptance Date (a “Permitted Syndication”); provided that any such Permitted Syndication does not require any additional Consent, filing, registration, or declaration in order to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor of its obligations under its Equity Commitment Letter in the event that any such Affiliate fails to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down case of cash equity commitments) or syndication at the Closing (in the case of all or part of the Equity Commitments will be subject to receipt of (x) the Key Investor Consent and (y) the prior written consent of either of the Founders (clauses (x) and (yrollover equity commitments)), collectively, “Investor Consent”other than any equity securities issued to management in transactions contemplated by Schedule A-1 and Schedule A-2 (which shall include the equity securities described therein). (c) The following matters Except as set forth in Section 2.6(d) below, prior to the Share Purchase Date, no Investor shall be transfer, directly or indirectly, its equity interests in Parent or its obligations and rights under its Equity Commitment Letter, other than as provided for in the applicable Equity Commitment Letter or a transfer to one or more affiliated funds or affiliated entities or entities with a common investment advisor (in each case, other than portfolio companies) or as approved by the Requisite Investors, but in each case subject to the prior written consent terms of a majority the applicable Equity Commitment Letter. (d) The "Commitment Amount" of Citigroup Global Markets Inc. (as defined in interest the Equity Commitment Letter from Citigroup Global Markets Inc. dated the date hereof (measured the "CGM Equity Commitment")) may be reduced, as of the Acceptance Date, in the manner set forth in the Amended and Restated Bridge Syndication and Fee Agreement dated as of the date hereof (the "Syndication Agreement") between Parent and Citigroup Global Markets Inc. Notwithstanding the CGM Equity Commitment, when determining the Commitment of Citigroup Global Markets Inc. hereunder, such Commitment shall be reduced by the aggregate amount of all such Capital Commitments) the Commitments of each of the Key Syndicate Investors added to Schedule I-A of Schedule B hereto after the date of this agreement (“Key except to the extent added to reflect the assignment of all or any portion of the Commitment of any Syndicate Investor Consent”): that is listed on such schedule as of the date hereof or their successors or assigns), if any, that is not a Terminated Investor at the time of such determination or, if such determination is made on or after the Acceptance Date, such Commitment shall be reduced by the aggregate amount of funds each such Syndicate Investor actually funded in respect of their Commitments. (xe) Notwithstanding anything to the contrary contained in this Agreement or in any agreement schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement (other than the CGM Equity Commitment), nothing contained in this Agreement or in any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement shall affect the rights of Citigroup Global Markets Inc. under the provisions of the Syndication Agreement, including, without limitation, any action by ParentRequisite Investors, Merger Sub or an Investor to amendtransfer restrictions, modify or waive an Equity Commitment Letternon-compete provisions, the Warrant Exchange provisions of Section 2.11(c) and rights of first refusal; and in the event of a conflict between the provisions of this Agreement or any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement (other than the CGM Equity Commitment) and the Syndication Agreement, or the Noteholder Conversion Agreement, (y) any agreement by Parent, Merger Sub to terminate an Equity Commitment Letter, provisions of the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, or (z) any entrance by Parent into a Rollover AgreementSyndication Agreement shall govern.

Equity Commitments. (a) Parent shall be entitled to enforce2.3.1. Each Investor hereby affirms and agrees that Parent, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the FoundersH&F Investors, and with Key Investor Consent shall be entitled to enforce (as defined below), if the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing set forth in Sections 6.01 and 6.02 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (zincluding seeking specific performance) the Closing is required to occur pursuant to Section 1.06 provisions of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity each Commitment Letter in accordance with, and subject with its terms. Parent shall not attempt such enforcement of any Commitment Letter until the H&F Investors have determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder. Parent shall have no right to enforce any of the conditions of, such Commitment Letters unless acting at the direction of the H&F Investors. The Rollover Investors shall not have any right to enforce (including seeking specific performance) the Equity Commitment Letter. For the avoidance of doubt, it is understood that the Investors creditors of Parent shall not have no any right to directly enforce (including seeking specific performance ofperformance) the Commitment Letters or to cause Parent to enforce (including seeking specific performance) any Equity of the Commitment Letter against another InvestorLetters. 2.3.2. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior Prior to the Closing), then Parent mayno Investor shall transfer, with Key Investor Consentdirectly or indirectly, reduce the Equity Commitment required to be funded by one or more Investors its obligations and rights under their respective Equity its Commitment Letter upon written notice to such Investors prior to Closing. or this Agreement, other than (a) as approved by all the Investors, (b) Subject to in the terms and conditions case of the Equity Commitment LetterH&F Investors, each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager a transfer of the relevant Investor, without any consent of any of the other Investors (a “Permitted Syndication”); provided that any such Permitted Syndication does not require any additional Consent, filing, registration, or declaration in order right and obligation to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor of its obligations under its Equity Commitment Letter in the event that any such Affiliate fails fund their Commitments to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down or syndication of all or part of the Equity Commitments will be subject to receipt of (x) the Key Investor Consent and (y) the prior written consent of either of the Founders (clauses (x) and (y), collectively, “Investor Consent”). (c) The following matters shall be subject to the prior written consent of a majority in interest (measured by the aggregate amount of all such Capital Commitments) of the Key Investors (“Key Investor Consent”): (x) any agreement by Parentaffiliated investment fund (“Fund Affiliate”), Merger Sub or an Investor provided, however that any such transferee shall be obligated to amend, modify or waive an Equity Commitment Letter, become a party to this Agreement and no such assignment shall relieve the Warrant Exchange Agreementassigning party of its obligations hereunder if the assignee does not perform its obligations, or the Noteholder Conversion Agreement, (y) up to an aggregate of $200 million of such Commitments to the following (the “Co-Investors”) (for the avoidance of doubt, it is understood that the Persons set forth on Schedule II hereto shall be deemed to be Co-Investors to the extent set forth therein): (i) any agreement by Parentof the debt financing providers for the Merger and related transactions and/or any Affiliates of such providers and/or (ii) no more than two (2) other investment funds or other financial investors (or groups of related investment funds or other financial investors) in the aggregate, Merger Sub and (c) the October 1993 Trust may transfer its right and obligation to transfer, contribute and deliver its Commitment under the Rollover Commitment Letter to ▇▇▇▇ ▇. Getty and/or any trusts solely for the benefit of ▇▇▇▇ ▇. Getty and/or the spouse and descendants of ▇▇▇▇ ▇. Getty for estate planning or similar purposes (▇▇▇▇ ▇. Getty or any such trust, a “Permitted Family Transferee”), provided, however, that ▇▇▇▇ ▇. Getty retains sole control over the voting and disposition of such Rollover Shares, any such transferee shall be obligated to become a party to this Agreement (if not already a party hereto) and ▇▇▇▇ ▇. Getty shall be responsible for the obligations of the October 1993 Trust hereunder and under the Rollover Commitment Letter if the assignee does not perform its obligations. 2.3.3. The H&F Investors, or Parent acting at the direction of the H&F Investors, shall be permitted to terminate an Equity the Rollover Commitment Letter if any of the Rollover Investors are in material breach of their obligations to fund the Commitment set forth in the Rollover Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, or (z) any entrance by Parent into a Rollover Agreement.

Equity Commitments. (a) Parent Each Investor hereby affirms and agrees that the Company, acting at the direction of the ZM Investors, shall be entitled to enforce, and shall enforce, enforce (including seeking specific performance) the obligation provisions of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms its terms. The Company shall not attempt such enforcement of such any Equity Commitment Letter, only Letter until the ZM Investors have determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder. The Company shall have no right to enforce any of the Equity Commitment Letters unless (i) acting at the direction of the Founders, ZM Investors and with Key Investor Consent (as defined below), if ii) each of the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions to effect the Closing funding set forth in Sections 6.01 and 6.02 of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such applicable Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been or waived by the applicable Investor, and . The Co-Investors shall have no right to enforce (zincluding seeking specific performance) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such ZM Equity Commitment Letter. For the avoidance of doubt, it is understood that the Investors creditors of the Company shall not have no any right to directly enforce (including seeking specific performance ofperformance) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required Letters or to be funded by one or more Investors under their respective cause the Company to enforce (including seeking specific performance) any of the Equity Commitment Letter upon written notice to such Investors prior to ClosingLetters. (b) Subject Prior to the terms and conditions of the Equity Commitment LetterClosing, each no Investor may assignshall transfer, sell-down directly or syndicate all or any part of its Equity Commitment to any of its Affiliatesindirectly, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager of the relevant Investor, without any consent of any of the other Investors (a “Permitted Syndication”); provided that any such Permitted Syndication does not require any additional Consent, filing, registration, or declaration in order to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor of its obligations and rights under its Equity Commitment Letter or this Agreement, other than (a) as approved by the ZM Investors and (b) in the event that any such Affiliate fails to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down or syndication of all or part case of the Equity ZM Investors, a transfer of the right and obligation to fund their Commitments will be subject to receipt of (x) any Affiliate of the Key Investor Consent ZM Investors (including any investment fund sponsored or managed by any of the ZM Investors or their Affiliates) and (y) any other transferee approved by Non-ZM Investors (as defined below) representing a majority of the prior written Commitments of the Non-ZM Investors, provided, however that in each case any such transferee pursuant to the foregoing clauses (a) or (b) shall be obligated to become a party to this Agreement and no such assignment shall relieve the assigning party of its obligations hereunder if the assignee does not perform its obligations; and provided, further that, without the consent of either of each Co-Investor, the Founders (clauses ZM Investors shall not transfer their right and obligation to fund their Commitment under clause (x) and (y), collectively, “Investor Consent”)to the extent such transfer would cause the ZM Investors to invest less than an aggregate of $15 million in the Company at Closing. (c) The following matters ZM Investors, or the Company acting at the direction of the ZM Investors, shall be subject permitted to terminate and/or substitute any Co-Investor Equity Commitment Letter in its discretion, including if the prior written consent Co-Investor(s) party thereto are in material breach of a majority their obligations to fund the Commitments set forth in interest (measured by the aggregate amount of all such Capital Commitments) of the Key Investors (“Key Co-Investor Consent”): (x) any agreement by Parent, Merger Sub or an Investor to amend, modify or waive an Equity Commitment Letter; provided, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, (y) that any agreement by Parent, Merger Sub to terminate an such termination shall not relieve any Co-Investor from liability for any breach under any Co-Investor Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, or (z) Letter prior to any entrance by Parent into a Rollover Agreementsuch termination.

Equity Commitments. (a) Parent shall be entitled to enforceEach Investor hereby affirms and agrees that Parent, and shall enforce, the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only (i) acting at the direction of the FoundersRequisite Investors, and with Key Investor Consent (as defined below), if shall be entitled to enforce the Founders jointly have, acting reasonably and in good faith, provisions of each Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter until the Requisite Investors have determined that the Offer Conditions (xin the case of cash equity commitments) all or the conditions to effect the Closing closing of the Merger set forth in Sections 6.01 and 6.02 Article VIII of the Merger Agreement (in the “Closing Conditions”case of rollover equity commitments) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been or validly waived by as permitted hereunder. Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity Commitment (including, without limitation, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof and prior to the Closing), then Parent may, with Key Investor Consent, reduce the Equity Commitment required Letters unless acting at the direction of the Requisite Investors, and no Investor shall have any right to be funded by one or more Investors under their respective enforce any of the Equity Commitment Letter upon written notice to such Letters except as one of the Requisite Investors prior to Closingacting through Parent. (b) Subject All securities issued by Parent and its subsidiaries at the closing of the purchase of shares pursuant to the terms Offer and conditions of at the Equity Commitment LetterClosing shall be equity securities, and shall be issued to the Investors pro rata in class, series and amount proportionate to the relative total amounts purchased and rolled-over by all Investors in accordance with each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment Investor’s Commitments (to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager of extent funded at the relevant Investor, without any consent of any of the other Investors Acceptance Date (a “Permitted Syndication”); provided that any such Permitted Syndication does not require any additional Consent, filing, registration, or declaration in order to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor of its obligations under its Equity Commitment Letter in the event that any such Affiliate fails to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down case of cash equity commitments) or syndication at the Closing (in the case of all or part of the Equity Commitments will be subject to receipt of (x) the Key Investor Consent and (y) the prior written consent of either of the Founders (clauses (x) and (yrollover equity commitments)), collectively, “Investor Consent”other than any equity securities issued to management in transactions contemplated by Schedule A-1 and Schedule A-2 (which shall include the equity securities described therein). (c) The following matters Except as set forth in Section 2.6(d) below, prior to the Share Purchase Date, no Investor shall be transfer, directly or indirectly, its equity interests in Parent or its obligations and rights under its Equity Commitment Letter, other than as provided for in the applicable Equity Commitment Letter or a transfer to one or more affiliated funds or affiliated entities or entities with a common investment advisor (in each case, other than portfolio companies) or as approved by the Requisite Investors, but in each case subject to the prior written consent terms of a majority the applicable Equity Commitment Letter. (d) The “Commitment Amount” of Citigroup Global Markets Inc. (as defined in interest the Equity Commitment Letter from Citigroup Global Markets Inc. dated the date hereof (measured the “CGM Equity Commitment”)) may be reduced, as of the Acceptance Date, in the manner set forth in the Amended and Restated Bridge Syndication and Fee Agreement dated as of the date hereof (the “Syndication Agreement”) between Parent and Citigroup Global Markets Inc . Notwithstanding the CGM Equity Commitment, when determining the Commitment of Citigroup Global Markets Inc. hereunder, such Commitment shall be reduced by the aggregate amount of all such Capital Commitments) the Commitments of each of the Key Syndicate Investors added to Schedule I-A of Schedule B hereto after the date of this agreement (“Key except to the extent added to reflect the assignment of all or any portion of the Commitment of any Syndicate Investor Consent”): that is listed on such schedule as of the date hereof or their successors or assigns), if any, that is not a Terminated Investor at the time of such determination or, if such determination is made on or after the Acceptance Date, such Commitment shall be reduced by the aggregate amount of funds each such Syndicate Investor actually funded in respect of their Commitments. (xe) Notwithstanding anything to the contrary contained in this Agreement or in any agreement schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement (other than the CGM Equity Commitment), nothing contained in this Agreement or in any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement shall affect the rights of Citigroup Global Markets Inc. under the provisions of the Syndication Agreement, including, without limitation, any action by ParentRequisite Investors, Merger Sub or an Investor to amendtransfer restrictions, modify or waive an Equity Commitment Letternon-compete provisions, the Warrant Exchange provisions of Section 2.11(c) and rights of first refusal; and in the event of a conflict between the provisions of this Agreement or any schedule, or other document issued or delivered in connection with this Agreement or the Merger Agreement (other than the CGM Equity Commitment) and the Syndication Agreement, or the Noteholder Conversion Agreement, (y) any agreement by Parent, Merger Sub to terminate an Equity Commitment Letter, provisions of the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, or (z) any entrance by Parent into a Rollover AgreementSyndication Agreement shall govern.

Equity Commitments. 2.4.1. Each Investor hereby affirms and agrees that it is bound by the provisions set forth in its Equity Commitment Letter and that Buyer (aor NorthStar in the case of FC's Equity Commitment Letter) Parent shall be entitled to enforce, and shall enforce, enforce the obligation provisions of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with this Agreement and the terms of such Equity Commitment Letter, only (i) acting at Letter upon the direction of (a) the Founders, and with Key Investor Consent (as defined below), Seller if the Founders jointly have, acting reasonably and in good faith, determined that (x) all conditions Seller is permitted to effect cause Buyer to enforce the Closing set forth in Sections 6.01 and 6.02 provisions of the Merger Agreement (the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been under the specific circumstances and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, as specifically set forth therein and (zin Section 10.7(b) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction Purchase Agreement and does in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to fact so cause Parent Buyer to enforce such Equity Commitment Letter provisions, in accordance withwhich case, and subject to the conditions of, such Equity Commitment Letter. For for the avoidance of doubt, NorthStar shall be entitled to enforce the provisions of FC’s Equity Commitment Letter, or (b) if (i) the Investor(s) seeking to enforce the Equity Commitment Letter have determined that all Closing Conditions have been satisfied and (ii) Buyer or the Company has received (simultaneously with the Closing) the proceeds of the Debt Financing. None of the Investors or Buyer shall have no right attempt to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investoruntil the conditions set forth in this Section 2.4.1 have been satisfied. 2.4.2. If the Founders determine that it is appropriate Each Investor agrees to reduce the aggregate Equity Commitment (includingvote, without limitationif applicable, its direct and indirect equity interests in the event Buyer Group to cause the Merger Consideration is reduced Buyer Group to create such series and classes of equity interests and to issue and sell or exchange (as a result the case may be) such series and classes of any Rollover Agreement entered into after the date hereof and prior equity interests to the Closing), then Parent may, Investors in accordance with Key Investor Consent, reduce the Equity Commitment required to be funded by one or more Investors under their Investors’ respective Equity Commitment Letter upon written notice to such Investors prior to Closing. Letters and this Agreement (b) Subject to the terms and conditions of including the Equity Commitment Letter, each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment to any of its Affiliates, including one or more affiliated investment funds or investment vehicles that are advised or sponsored by the investment manager of the relevant Investor, without any consent of any of the other Investors (a “Permitted Syndication”Term Sheet); provided that each Investor shall purchase the same series and class of equity interests at the same price per share or unit (as the case may be). 2.4.3. All equity securities issued by the Buyer Group at the Closing shall be issued to the Investors and their respective Permitted Transferees pro rata in accordance with each Investor’s Commitments, other than certain equity securities of Formation Member to be issued to the Special Members (as defined in the Equity Term Sheet) as set forth in the Equity Term Sheet. 2.4.4. Prior to the Closing, no Investor shall, directly or indirectly, transfer any equity interests it holds in the Buyer Group other than to its Permitted Transferees, provided that (i) such Permitted Syndication does not require Transferee executes and delivers to each other Investor a joinder to this Agreement agreeing to be bound by this Agreement as a party hereto and (ii) no such transfer to a Permitted Transferee shall relieve any additional Consent, filing, registration, or declaration in order to consummate the Transactions. Any Permitted Syndication shall not relieve the Investor of its obligations under its Equity Commitment Letter in the event that any such Affiliate fails to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down or syndication of all or part of the Equity Commitments will be subject to receipt of (x) the Key Investor Consent and (y) the prior written consent of either of the Founders (clauses (x) and (y), collectively, “Investor Consent”)hereunder. (c) The following matters shall be subject to the prior written consent of a majority in interest (measured by the aggregate amount of all such Capital Commitments) of the Key Investors (“Key Investor Consent”): (x) any agreement by Parent, Merger Sub or an Investor to amend, modify or waive an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, (y) any agreement by Parent, Merger Sub to terminate an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, or (z) any entrance by Parent into a Rollover Agreement.

Equity Commitments. (a) 2.3.1. Each Investor hereby affirms and agrees that it is bound by the provisions set forth in its Equity Commitment Letter or the Consortium Support Agreement, as applicable, with respect to its Equity Commitment or Rollover Commitment, as applicable, and that, as amongst the Investors and Parent, Parent shall be entitled to enforceenforce the Continuing Commitment only if, when and shall enforce, to the obligation of each Investor to fund its Equity Commitment under its Equity Commitment Letter in accordance with the terms of such Equity Commitment Letter, only extent (i) directed by the Lead Investors (provided, that the Lead Investors shall not direct Parent to enforce its rights with respect to any Continuing Commitment until the Closing Conditions have been satisfied or validly waived as permitted hereunder and proceed with the Closing) or (ii) the Company is permitted to enforce the provisions of the Equity Commitment Letters and the Consortium Support Agreement under the specific circumstances and as specifically set forth therein and in Section 10.6 of the Merger Agreement and does in fact so cause Parent to enforce such provisions. Subject to the other provisions of this Section 2.3.1, Parent shall have no right to enforce any Continuing Commitment unless acting at the direction of the FoundersLead Investors as set forth above, and with Key no Investor Consent shall have any right to enforce any Continuing Commitment except the Lead Investors acting through Parent. Parent shall only enforce the Equity Commitment Letters and the Consortium Support Agreement ratably among the Continuing Investors party thereto. Notwithstanding anything herein to the contrary, a Majority-in-Interest of the Investors may direct Parent to enforce its rights under (as defined below)x) any Lead Investor’s Continuing Commitment and (y) in the event all of the Lead Investors are Failing Investors, any other Investor’s Continuing Commitment. Notwithstanding anything to the contrary in this Section 2.3, if the Founders jointly have, acting reasonably and Lead Investors determine that Parent does not require all of the Continuing Commitments in good faith, determined that (x) all conditions order to effect the Closing set forth satisfy its obligations in Sections 6.01 and 6.02 of full under the Merger Agreement (and to consummate the “Closing Conditions”) have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at Transactions, then the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by Parent and Merger Sub with Key Investor Consent, (y) all conditions to funding under such Equity Commitment Letter have been and are continuing to be satisfied (other than any conditions that by their nature are to be satisfied at the Closing, but each of which are capable of being satisfied at the Closing), except for any conditions that have been waived by the applicable Investor, and (z) the Closing is required to occur pursuant to Section 1.06 of the Merger Agreement, or (ii) as required by an order for specific performance issued by a court of competent jurisdiction in accordance with the Company’s third party beneficiary rights pursuant to such Equity Commitment Letter to Lead Investors may cause Parent to enforce such Equity Commitment Letter in accordance with, and subject to the conditions of, such Equity Commitment Letter. For the avoidance of doubt, the Investors shall have no right to directly enforce (including seeking specific performance of) any Equity Commitment Letter against another Investor. If the Founders determine that it is appropriate to reduce the aggregate Equity amount of Continuing Commitments funded and or retained (as applicable) at the Closing to such extent, with any such reduction to be applied to each Continuing Investor by reducing the Commitment of each Continuing Investor (includingincluding the Lead Investors) pro rata (in accordance with each such Continuing Investor’s Commitment relative to the Commitments of the other Continuing Investors determined without giving effect to such reduction), without limitationand each Continuing Investor hereby agrees to such reduction. 2.3.2. Except as provided in Sections 2.3, in the event the Merger Consideration is reduced or as a result of any Rollover Agreement entered into after the date hereof 2.4, 2.5, 2.13 and 2.14 hereof, prior to the Closing), then Parent may, with Key no Investor Consent, reduce the Equity Commitment required to be funded by one shall transfer or more Investors under their respective Equity Commitment Letter upon written notice to such Investors prior to Closing. (b) Subject to the terms and conditions of the Equity Commitment Letter, each Investor may assign, sell-down or syndicate all or any part of its Equity Commitment to assign any of its AffiliatesCommitment or transfer any interest in Parent, including one or more affiliated investment funds or investment vehicles as applicable, other than to its Permitted Transferees; provided, that are advised or sponsored by (i) each such transferee shall agree in writing to be subject to the investment manager provisions of this Agreement applicable to the relevant Investor, without any consent of any of the other Investors transferring Investor and (a “Permitted Syndication”); provided that any ii) no such Permitted Syndication does not require any additional Consent, filing, registration, or declaration in order to consummate the Transactions. Any Permitted Syndication shall not transfer will relieve the transferring Investor of its obligations under hereunder or its Equity Commitment Letter in or the event that any such Affiliate fails to perform such obligations. Other than a Permitted Syndication, any assignment, sell-down or syndication of all or part of the Equity Commitments will be subject to receipt of (x) the Key Investor Consent and (y) the prior written consent of either of the Founders (clauses (x) and (y), collectively, “Investor Consent”). (c) The following matters shall be subject to the prior written consent of a majority in interest (measured by the aggregate amount of all such Capital Commitments) of the Key Investors (“Key Investor Consent”): (x) any agreement by Parent, Merger Sub or an Investor to amend, modify or waive an Equity Commitment Letter, the Warrant Exchange Consortium Support Agreement, or the Noteholder Conversion Agreementas applicable, (y) any agreement by Parent, Merger Sub with respect to terminate an Equity Commitment Letter, the Warrant Exchange Agreement, or the Noteholder Conversion Agreement, or (z) any entrance by Parent into a Rollover Agreementits applicable Commitment.