Common use of Enforceability; Third-Party Beneficiary Clause in Contracts

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company in connection with it obtaining specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b)). None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. Parent is a third-party beneficiary of the first sentence of Section 5. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company in connection with it obtaining specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b)). None of Holdco’s, Midco’s, XxxxxxPxxxxx’s, Xxxxxx Mxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. Parent is a third-party beneficiary of the first sentence of Section 5. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. (a) This letter agreement may only be enforced by Merger Sub (a) by Holdco or (b) by the Company in connection with it obtaining specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreementits sole discretion); provided that, subject to Sections 4(b), 6 and 7, the satisfaction of the conditions set forth in Section 9.08(b) of the Merger AgreementCompany shall be entitled to enforce, and subject further to Section 6 and Section 7, as though the Company were a party hereto (and the Company is hereby expressly made a third-party beneficiary of this letter agreement only with the right to such extentenforce, the rights granted to Merger Sub to cause the Sponsor to fund the Equity Commitment in accordance with Section 1 if, and shall have only if the enforcement rights solely as provided conditions set forth in this clause (b))Section 2 are satisfied and the Company is entitled to seek specific performance pursuant to Section 9.08 of the Merger Agreement. None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx Merger Sub’s or the Company’s creditors or any provider or source of the Financing shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. (b) Subject to the terms and conditions set forth herein, the Company shall be entitled to specifically enforce Merger Sub’s right to cause the Equity Commitment to be funded to Merger Sub solely to the extent permitted under Section 4(a) and the Company shall be a third party beneficiary for such purpose but not for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement). Parent The Company hereby agrees that specific performance shall be its sole and exclusive remedy with respect to any breach by the Sponsor of this letter agreement and that the Company may not seek or accept any other form of relief that may be available for any such breach of this letter agreement (including monetary damages); provided, that, notwithstanding anything to the contrary, if the Company seeks specific performance for such breach of this letter agreement as permitted under Section 4(a), and a court of competent jurisdiction in a final, non-appealable determination as to the availability of specific performance does not specifically enforce any obligation of the Sponsor hereunder pursuant to any proceeding for specific performance brought against the Sponsor, then the Company shall have the right to seek the payments contemplated by, and subject to the terms and conditions of, Section 1 of the Limited Guarantee (subject to the limitations and conditions therein). In addition, the Company shall, and shall cause each of its Affiliates to, cause any proceeding still pending to be dismissed with prejudice upon the earlier of (i) the consummation of the Closing by Merger Sub or (ii) the payment of the Merger Sub Termination Fee pursuant to the Merger Agreement. (c) Notwithstanding anything to the contrary set forth herein, in no event shall the maximum amount of the liabilities of the Sponsor in the aggregate under this letter agreement exceed the Cap. (d) Notwithstanding the foregoing, if the Company or any of its Affiliates asserts in any proceeding that the Cap on the Sponsor’s liabilities hereunder or the Cap (as defined in each Other Sponsor Equity Commitment Letter) on any Other Sponsor’s liabilities is illegal, invalid or unenforceable in whole or in part, then (i) the obligations of the Sponsor under this letter agreement shall terminate ab initio and be null and void, (ii) if the Sponsor has previously made any payments under this letter agreement, it shall be entitled to recover such payments, and (iii) the Sponsor shall not have any liabilities or obligations to any person under this letter agreement. (e) Each party hereto acknowledges and agrees that (i) this letter agreement is not intended to, and does not, create any agency, partnership, fiduciary or joint venture, relationship, between or among any of the parties hereto, and neither this letter agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise, and (ii) the obligations of the Sponsor under this letter agreement are solely contractual in nature. (f) The parties hereto agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Merger Sub to enforce, the obligations set forth therein; provided that (i) the Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent of its rights specifically provided in Section 4(a) in accordance with, and subject to the terms of the Merger Agreement and this letter agreement; and (ii) the Non-Recourse Parties may rely upon and enforce the provisions of Section 53 and Section 12. Nothing Except as expressly provided in the foregoing sentence, nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, Merger Sub or the Sponsor and, to the extent provided in this Section 4, the Company and ParentSponsor, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its the Other Sponsor Equity Commitment Letter and/or (ii) each Letters to the extent that any Other Sponsor has satisfied or is prepared to (or will) satisfy not performed in full its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco Parent or (b) by the Company in connection with it obtaining (i) seeking specific performance of (x) Parent’s, 's or Merger Sub’s or the Sponsor’s 's obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, Agreement or (y) the Sponsor's obligation to fund the Equity Commitment under the circumstances and subject further to Section 6 only under the circumstances in which the Company would be permitted by the foregoing clause (x) and Section 79.08(b) of the Merger Agreement to obtain specific performance requiring Parent to enforce the Sponsor's obligation to fund the Equity Commitment, or (ii) enforcing its rights under Sections 4 and 13 of this letter agreement, in each case, as though the Company were a party hereto and subject further to Section 6 and Section 7 hereof (and the Company is a shall be an express third-party beneficiary of this letter agreement only to such extent, hereof and shall have the enforcement rights solely as provided in this clause (b)) of this Section 4). None of Holdco’sParent's, Midco’s, Xxxxxx’s, Xxxxxx Merger Sub’s 's or the Company’s 's creditors shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. Parent Each of the Non-Recourse Parties is a an express third-party beneficiary of the first sentence hereof solely for purposes of Section 53. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than HoldcoParent, the Sponsor and, to the extent provided in this Section 4, the Company and Parentthe Non-Recourse Parties, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its the Other Sponsor Equity Commitment Letter Letters and/or (ii) each the Other Sponsor has Sponsors have satisfied or is are prepared to (or will) satisfy its their respective obligations under its the Other Sponsor Equity Commitment LetterLetters.

Enforceability; Third-Party Beneficiary. This letter agreement may shall inure to the benefit of and be binding upon Parent and each Sponsor. The Company (acting under the direction of the Special Committee) is a third-party beneficiary of this letter agreement to the extent and only be enforced (a) by Holdco or (b) by to the Company in connection with extent that it obtaining seeks specific performance (i) of Parent’s, Merger Sub’s or the each Sponsor’s obligation to cause the funding of the fund its Equity Commitment solely to Parent in accordance withwith the terms hereof, and (ii) to cause Parent and/or Merger Sub to draw down the extent expressly permitted by, proceeds of each Sponsor’s Equity Commitment in accordance with Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) 10.6 of the Merger Agreement, and subject further to Section 6 5 and Section 7, 6 hereof as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely hereto. Except as provided in this clause (b)). None the immediately preceding sentence, none of Holdco’s, Midco’s, XxxxxxParent’s, Xxxxxx Sub’s or the Company’s creditors creditors, nor any Person claiming by or on behalf of Parent, Merger Sub or the Company or any affiliate of Parent, Merger Sub or the Company shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or Sub, the Company or any other Person to seek to enforce this letter agreement against the any Sponsor. Parent is a third-party beneficiary of the first sentence of Section 5. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than HoldcoParent, the Sponsor Sponsors and, to the extent provided in this Section 43, the Company and ParentCompany, any rights or remedies under, or by reason of, or any rights to enforce or cause Parent and/or Merger Sub to enforce, each Sponsor’s Equity Commitment or any provisions of this letter agreement or to confer upon any person any rights or remedies against any person other than the Sponsor (but only at the direction of the Sponsor as contemplated hereby) under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or Parent or (b) by the Company in connection with it obtaining to (i) seek specific performance of (x) Parent’s, Merger Sub’s or obligation to enforce the Sponsor’s obligation to cause the funding of fund the Equity Commitment solely in accordance with, and pursuant to the extent expressly permitted by, Section 9.08 6.07 of the Merger Amalgamation Agreement, subject (y) the Sponsor’s obligation to fund the satisfaction Equity Commitment or (z) Holdco’s obligation under Section 1(a) of this letter agreement to contribute such funds to Parent (in the case of clauses (x), (y) and (z), only if the conditions set forth in Section 9.08(b) of the Merger AgreementAmalgamation Agreement have been satisfied) or (ii) enforce its rights under Sections 4, 5 and 12 of this letter agreement, subject further to Section Sections 6 and Section 77 hereof, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b))hereto. None of Holdco’s, MidcoPxxxxx’s, Xxxxxx’s, Xxxxxx Amalgamation Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Amalgamation Sub or the Company to enforce this letter agreement against the Sponsor. Parent The Company is a an express third-party beneficiary of this letter agreement to the first sentence extent, and only to the extent, of the rights of the Company set forth in this Section 54. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, Parent, the Sponsor and, to the extent provided in this Section 4, the Company and ParentCompany, any rights or remedies under or by reason of this letter agreement. In no event ; provided that notwithstanding anything to the contrary in this letter agreement, each Non-Recourse Party shall be a third party beneficiary of the provisions of this letter agreement or that are expressly for the Equity Commitment to be funded hereunder be enforced by benefit of such Non-Recourse Party (including such provisions of Sections 3 and 10) and all such provisions shall survive any person unless (i) such person is also seeking enforcement termination of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letterthis letter agreement indefinitely.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (ai) by Holdco or Xxxxxx, (bii) by the Company in connection with it obtaining to seek specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation obligations to cause the funding of fund the Equity Commitment Commitment, (iii) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (ii) and clause (iii), solely in accordance with, and to the extent expressly permitted by, by Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto or (and iv) by the Company is a third-party beneficiary Company, as explicitly set forth in Section 13 of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b))agreement. None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or agreement, to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor, or to cause Parent, Merger Sub or the Company to enforce this letter agreement against Holdco. The parties hereto agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth therein; provided that the Company is a third-party beneficiary of this letter agreement to the extent and only to the extent that it seeks specific performance to cause (x) Holdco, Parent and/or Merger Sub to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment and (y) Parent and/or Merger Sub to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (x) and clause (y), in accordance with, and subject to the limitations as set forth in the Merger Agreement, or to the extent of the explicit rights of the Company under Section 13 of this letter agreement. Parent is a third-party beneficiary of the first sentence of Section 5. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent expressly provided in this Section 4herein, the Company and Parent, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (ixx) such person is also seeking enforcement of each Other Sponsor’s obligations under its the Other Sponsor Equity Commitment Letter Letters and/or (iiyy) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement shall inure to the benefit of and be binding upon Holdco and the Sponsor. This letter agreement may only be enforced (ai) by Holdco Hxxxxx at the direction of the Sponsor or (bii) by the Company in connection with it obtaining specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation to cause Holdco, Parent and/or Merger Sub to draw down the funding proceeds of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction limitations contained in, the second and third sentences of the conditions set forth in Section 9.08(b) 9.10 of the Merger Agreement, and subject further to Section 6 and Section 7, 7 hereof as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b))hereto. None of Holdco’s, MidcoPxxxxx’s, Xxxxxx’s, Xxxxxx Mxxxxx Sub’s or the Company’s creditors creditors, nor any Person claiming by or on behalf of Holdco, Parent, Merger Sub or the Company or any affiliate of Holdco, Parent, Merger Sub or the Company shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or Sub, the Company or any other Person to seek to enforce this letter agreement against the Sponsor. Parent The Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent that it seeks specific performance to cause Holdco, Parent and/or Merger Sub to draw down the proceeds of the Equity Commitment in accordance with, and subject to the limitations contained in, the second and third sentences of Section 59.10 of the Merger Agreement. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and ParentCompany, any rights or remedies under, or by reason of, or any rights to enforce or cause Holdco, Parent and/or Merger Sub to enforce, the Commitment or any provisions of this letter agreement or to confer upon any person any rights or remedies against any person other than the Sponsor (but only at the direction of the Sponsor as contemplated hereby) under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company in connection with it obtaining specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, and subject further to Section 6 7 and Section 78, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b)). None of Holdco’s, Midco’s, XxxxxxPxxxxx’s, Xxxxxx Mxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. Parent is a third-party beneficiary of the first sentence of Section 56. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (ai) by Holdco or Xxxxxx, (bii) by the Company in connection with it obtaining to seek specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation obligations to cause the funding of fund the Equity Commitment Commitment, (iii) by the Company to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (ii) and clause (iii), solely in accordance with, and to the extent expressly permitted by, by Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto hereto, (and iv) by the Company is a third-party beneficiary Company, as explicitly set forth in Section 13 of this letter agreement only or (v) by the Company to such extent, and shall have seek specific performance of the enforcement rights solely as provided in Sponsor’s obligations under Section 16 of this clause (b))letter agreement. None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or agreement, to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor, or to cause Parent, Merger Sub or the Company to enforce this letter agreement against Holdco. The parties hereto agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth therein; provided that the Company is a third-party beneficiary of this letter agreement to the extent and only to the extent that it seeks specific performance to cause (x) Holdco, Parent and/or Merger Sub to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment and (y) Parent and/or Merger Sub to seek specific performance of Holdco’s obligations under Section 1(a) of this letter agreement to contribute such funds to Parent, in the case of each of clause (x) and clause (y), in accordance with, and subject to the limitations as set forth in the Merger Agreement, or to the extent of the explicit rights of the Company under Section 13 of this letter agreement. Parent is a third-party beneficiary of the first sentence of Section 5. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent expressly provided in this Section 4herein, the Company and Parent, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (ixx) such person is also seeking enforcement of each Other Sponsor’s obligations under its the Other Sponsor Equity Commitment Letter Letters and/or (iiyy) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (ai) by Holdco Parent or (bii) by the Company in connection with it obtaining to seek specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation obligations to cause the funding of fund the Equity Commitment (the “Specific Performance Rights”) solely in accordance with, and to the extent expressly permitted by, by Section 9.08 of the Merger Agreement, and subject to the satisfaction of the conditions set forth described in Section 9.08(b) of the Merger Agreement2 hereof having been satisfied, and subject further to Section 6 and Section 77 hereof, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b))hereto. None of Holdco’s, Midco’s, XxxxxxParent’s, Xxxxxx Sub’s or the Company’s creditors creditors, or any person claiming by, through, or on behalf or for the benefit of Parent, Merger Sub, the Company or their Affiliates shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. The parties hereto agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth therein; provided that (i) the Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent of its Specific Performance Rights hereunder to seek and obtain specific performance of the Sponsor’s obligations to fund the Equity Commitment in accordance with, and subject to the terms of the Merger Agreement and this letter agreement; and (ii) the Non-Recourse Parties (as defined in the Limited Guarantee) may rely upon and enforce the provisions of Section 53 and Section 11 hereof. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than HoldcoParent, the Sponsor and, to the extent expressly provided in this Section 4herein, the Company and Parentthe Non-Recourse Parties (as defined in the Limited Guarantee), any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its the Other Sponsor Equity Commitment Letter and/or (ii) each Letters to the extent that any such Other Sponsor has satisfied or is prepared to (or will) satisfy not performed in full its obligations under its the applicable Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (ai) by Holdco Parent or (bii) by the Company in connection with it obtaining to seek specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation obligations to cause the funding of fund the Equity Commitment (the “Specific Performance Rights”) solely in accordance with, and to the extent expressly permitted by, by Section 9.08 of the Merger Agreement, and subject to the satisfaction of the conditions set forth described in Section 9.08(b) of the Merger Agreement2 hereof having been satisfied, and subject further to Section 6 and Section 77 hereof, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b))hereto. None of HoldcoParent’s, Midco’s, Xxxxxx’s, Xxxxxx Merger Sub’s or the Company’s creditors creditors, or any person claiming by, through, or on behalf or for the benefit of Parent, Merger Sub, the Company or their Affiliates shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. The parties hereto agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth therein; provided that (i) the Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent of its Specific Performance Rights hereunder to seek and obtain specific performance of the Sponsor’s obligations to fund the Equity Commitment in accordance with, and subject to the terms of the Merger Agreement and this letter agreement; and (ii) the Non-Recourse Parties (as defined in the Limited Guarantee) may rely upon and enforce the provisions of Section 53 and Section 11 hereof. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than HoldcoParent, the Sponsor and, to the extent expressly provided in this Section 4herein, the Company and Parentthe Non-Recourse Parties (as defined in the Limited Guarantee), any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its the Other Sponsor Equity Commitment Letter and/or (ii) each Letters to the extent that any such Other Sponsor has satisfied or is prepared to (or will) satisfy not performed in full its obligations under its the applicable Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (ai) by Holdco or Xxxxxxxx, (bii) by the Company in connection with it obtaining to seek specific performance of Parent’sthe Borrower Shareholder’s obligations to fund the Borrower Shareholder Equity Commitment, Merger Sub(iii) by the Company to seek specific performance of Borrower Shareholder’s or obligations under Section 1(a) of this letter agreement to contribute such funds to Borrower, in the Sponsor’s obligation to cause the funding case of the Equity Commitment solely in accordance with, each of clause (ii) and to the extent expressly permitted by, Section 9.08 of the Merger Agreementclause (iii), subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto or (and iv) by the Company is a third-party beneficiary of this letter agreement only to such extentCompany, and shall have the enforcement rights solely as provided explicitly set forth in this clause (b))Section 13. None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx SubXxxxxxxx’s or the Company’s creditors shall have the right to enforce this letter agreement or agreement, to cause Holdco, Midco, Parent, Merger Sub Borrower or the Company to enforce this letter agreement against the SponsorBorrower Shareholder, or to cause the Company to enforce this letter agreement against Borrower. Parent The parties hereto agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce the obligations set forth therein; provided that the Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent that it seeks specific performance to cause Borrower to seek specific performance of Section 5the Borrower Shareholder’s obligations to fund the Borrower Shareholder Equity Commitment. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than HoldcoXxxxxxxx, the Sponsor and, to the extent expressly provided in this Section 4herein, the Company and ParentCompany, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company in connection with it obtaining specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth in Section 9.08(b) of the Merger Agreement, and subject further to Section 6 7 and Section 78, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b)). None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. Parent is a third-party beneficiary of the first sentence of Section 56. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. (a) This letter agreement may only be enforced by Mxxxxx Sub (a) by Holdco or (b) by the Company in connection with it obtaining specific performance of Parent’sits sole discretion); provided that, Merger Sub’s or the Sponsor’s obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of if the conditions set forth in Section 9.08(b) 2 are satisfied and the Company is entitled to seek specific performance pursuant to Section 9.12 of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto (and the Company is hereby made a third-third party beneficiary of the rights granted to Merger Sub under this letter agreement only to such the extent, and only to the extent, of the rights set forth in Sections 1, 4, 5, 6, 7 and 12 and shall have be entitled to an injunction, specific performance or other equitable remedy to cause the enforcement rights solely as provided Sponsor to fund the Equity Commitment in this clause (b))accordance with Section 1 hereof. None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx Merger Sub’s or the Company’s creditors or any provider or source of the Financing shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. (b) Notwithstanding the foregoing, if the Company or any of its Affiliates asserts in any proceeding that (1) the Sponsor shall contribute an amount of Equity Commitment that exceeds the Cap or (2) the Cap on the Sponsor’s liabilities hereunder or the Cap (as defined in the relevant Other Sponsor Equity Commitment Letter) on liabilities of any of the Other Sponsors is illegal, invalid or unenforceable in whole or in part (the “Impermissible Claims”), then (i) the obligations of the Sponsor under this letter agreement shall terminate ab initio and be null and void, (ii) if the Sponsor has previously made any payments under this letter agreement, it shall be entitled to recover such payments, and (iii) the Sponsor shall not have any liabilities or obligations to any Person under this letter agreement. In no event shall the maximum amount of the liabilities of the Sponsor in the aggregate under this letter agreement exceed the Cap. (c) Each party hereto acknowledges and agrees that (i) this letter agreement is not intended to, and does not, create any agency, partnership, fiduciary or joint venture, relationship, between or among any of the parties hereto, and neither this letter agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise, and (ii) the obligations of the Sponsor under this letter agreement are solely contractual in nature. (d) Subject to the terms and conditions set forth herein, the Company shall be entitled to specifically enforce Merger Sub’s right to cause the Equity Commitment to be funded to Merger Sub solely to the extent specifically permitted under Section 4 (a) and the Company shall be a third party beneficiary for such purpose but not for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement) other than as specified in Section 4(a) hereof. The Company hereby agrees that specific performance shall be its sole and exclusive remedy with respect to any breach by the Sponsor of this letter agreement and that the Company may not seek or accept any other form of relief that may be available for any such breach of this letter agreement (including monetary damages); provided, that, if the Company seeks specific performance for such breach of this letter agreement as permitted under Section 4(a), and a court of competent jurisdiction in a final, non-appealable determination as to the availability of specific performance does not specifically enforce the obligations of the Sponsor hereunder pursuant to any proceeding for specific performance brought against the Sponsor, then the Company shall have the right to seek the payments contemplated by, and subject to the terms and conditions of, Section 1 of the Limited Guarantee (subject to the limitations and conditions therein). In addition, the Company shall, and shall cause each of its Affiliates to, cause any pending proceeding to be dismissed with prejudice upon the earlier of (i) the consummation of the Closing by Merger Sub or (ii) the payment of the Parent Termination Fee pursuant to the Merger Agreement. (e) Each party hereto agrees that its respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and the respective successors and permitted assigns of such other party, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Merger Sub to enforce, the obligations set forth therein; provided that the Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent of its rights specifically provided in Section 54(a) in accordance with, and subject to the terms of the Merger Agreement and this letter agreement. Nothing Except as expressly provided in the foregoing sentence, nothing in this letter agreement, express or implied, is intended to confer upon any person Person other than Holdco, Merger Sub or the Sponsor and, to the extent provided in this Section 4, the Company and ParentSponsor, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person Person unless (i) such person Person is also seeking enforcement of each Other Sponsor’s obligations under its the Other Sponsor Equity Commitment Letter and/or (ii) each Letters to the extent that any of the Other Sponsor Sponsors has satisfied or is prepared to (or will) satisfy not performed in full its obligations under its the relevant Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement shall inure to the benefit of and be binding upon Holdco and the Sponsor. This letter agreement may only be enforced (ai) by Holdco Xxxxxx at the direction of the Sponsor or (bii) by the Company in connection with it obtaining specific performance of Parent’s(a) to cause Holdco, Parent and/or Merger Sub’s or the Sponsor’s obligation Sub to cause the funding of the Equity Commitment solely to be funded in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth limitations contained in Section 9.08(b9.07(b) of the Merger AgreementAgreement and (b) for the purposes of Section 4 hereof, and subject further to Section 6 5 and Section 7, 6 hereof as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b))hereto. None of Holdco’s, Midco’s, XxxxxxParent’s, Xxxxxx Sub’s or the Company’s creditors (other than, with respect to Parent, the Company to the extent provided herein), nor any Person claiming by or on behalf of Holdco, Parent, Merger Sub or the Company or any affiliate of Holdco, Parent, Merger Sub or the Company shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or Sub, the Company or any other Person to seek to enforce this letter agreement against the Sponsor. Parent The Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent that (a) it seeks to obtain an injunction or injunctions or other appropriate form of specific performance or equitable relief, in each case, to cause Holdco, Parent or Merger Sub to cause the Equity Commitment to be funded in accordance with, and subject to the limitations contained in Section 59.07(b) of the Merger Agreement and (b) it seeks to enforce its rights under Section 4 hereof. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 43, the Company and ParentCompany, any rights or remedies under, or by reason of, or any rights to enforce or cause Holdco, Parent and/or Merger Sub to enforce, the Equity Commitment or any provisions of this letter agreement or to confer upon any person any rights or remedies against any person other than the Sponsor (but only at the direction of the Sponsor as contemplated hereby) under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement shall inure to the benefit of and be binding upon Holdco and the Sponsor. This letter agreement may only be enforced (ai) by Holdco Hxxxxx at the direction of the Sponsor or (bii) by the Company in connection with it obtaining specific performance of Parent’s(a) to cause Holdco, Parent and/or Merger Sub’s or the Sponsor’s obligation Sub to cause the funding of the Equity Commitment solely to be funded in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of the conditions set forth limitations contained in Section 9.08(b9.07(b) of the Merger AgreementAgreement and (b) for the purposes of Section 4 hereof, and subject further to Section 6 5 and Section 7, 6 hereof as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b))hereto. None of Holdco’s, MidcoParent’s, Xxxxxx’s, Xxxxxx Mxxxxx Sub’s or the Company’s creditors (other than, with respect to Parent, the Company to the extent provided herein), nor any Person claiming by or on behalf of Holdco, Parent, Merger Sub or the Company or any affiliate of Holdco, Parent, Merger Sub or the Company shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or Sub, the Company or any other Person to seek to enforce this letter agreement against the Sponsor. Parent The Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent that (a) it seeks to obtain an injunction or injunctions or other appropriate form of specific performance or equitable relief, in each case, to cause Holdco, Parent or Merger Sub to cause the Equity Commitment to be funded in accordance with, and subject to the limitations contained in Section 59.07(b) of the Merger Agreement and (b) it seeks to enforce its rights under Section 4 hereof. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 43, the Company and ParentCompany, any rights or remedies under, or by reason of, or any rights to enforce or cause Holdco, Parent and/or Merger Sub to enforce, the Equity Commitment or any provisions of this letter agreement or to confer upon any person any rights or remedies against any person other than the Sponsor (but only at the direction of the Sponsor as contemplated hereby) under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to (or will) satisfy its obligations under its Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. (a) This letter agreement may only be enforced by Xxxxxx Sub (a) by Holdco or (b) by the Company in connection with it obtaining specific performance of Parent’sits sole discretion); provided that, Merger Sub’s or the Sponsor’s obligation to cause the funding of the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, subject to the satisfaction of if the conditions set forth in Section 9.08(b) 2 are satisfied and the Company is entitled to seek specific performance pursuant to Section 9.12 of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto (and the Company is hereby made a third-third party beneficiary of the rights granted to Merger Sub under this letter agreement only to such the extent, and only to the extent, of the rights set forth in Sections 1, 4, 5, 6, 7 and 12 and shall have be entitled to an injunction, specific performance or other equitable remedy to cause the enforcement rights solely as provided Sponsor to fund the Equity Commitment in this clause (b))accordance with Section 1 hereof. None of Holdco’s, Midco’s, Xxxxxx’s, Xxxxxx Merger Sub’s or the Company’s creditors or any provider or source of the Financing shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. (b) Notwithstanding the foregoing, if the Company or any of its Affiliates asserts in any proceeding that (1) the Sponsor shall contribute an amount of Equity Commitment that exceeds the Cap or (2) the Cap on the Sponsor’s liabilities hereunder or the Cap (as defined in the relevant Other Sponsor Equity Commitment Letter) on liabilities of any of the Other Sponsors is illegal, invalid or unenforceable in whole or in part (the “Impermissible Claims”), then (i) the obligations of the Sponsor under this letter agreement shall terminate ab initio and be null and void, (ii) if the Sponsor has previously made any payments under this letter agreement, it shall be entitled to recover such payments, and (iii) the Sponsor shall not have any liabilities or obligations to any Person under this letter agreement. In no event shall the maximum amount of the liabilities of the Sponsor in the aggregate under this letter agreement exceed the Cap. (c) Each party hereto acknowledges and agrees that (i) this letter agreement is not intended to, and does not, create any agency, partnership, fiduciary or joint venture, relationship, between or among any of the parties hereto, and neither this letter agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise, and (ii) the obligations of the Sponsor under this letter agreement are solely contractual in nature. (d) Subject to the terms and conditions set forth herein, the Company shall be entitled to specifically enforce Merger Sub’s right to cause the Equity Commitment to be funded to Merger Sub solely to the extent specifically permitted under Section 4 (a) and the Company shall be a third party beneficiary for such purpose but not for any other purpose (including, without limitation, any claim for monetary damages hereunder or under the Merger Agreement) other than as specified in Section 4(a) hereof. The Company hereby agrees that specific performance shall be its sole and exclusive remedy with respect to any breach by the Sponsor of this letter agreement and that the Company may not seek or accept any other form of relief that may be available for any such breach of this letter agreement (including monetary damages); provided, that, if the Company seeks specific performance for such breach of this letter agreement as permitted under Section 4(a), and a court of competent jurisdiction in a final, non-appealable determination as to the availability of specific performance does not specifically enforce the obligations of the Sponsor hereunder pursuant to any proceeding for specific performance brought against the Sponsor, then the Company shall have the right to seek the payments contemplated by, and subject to the terms and conditions of, Section 1 of the Limited Guarantee (subject to the limitations and conditions therein). In addition, the Company shall, and shall cause each of its Affiliates to, cause any pending proceeding to be dismissed with prejudice upon the earlier of (i) the consummation of the Closing by Merger Sub or (ii) the payment of the Parent Termination Fee pursuant to the Merger Agreement. (e) Each party hereto agrees that its respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and the respective successors and permitted assigns of such other party, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Merger Sub to enforce, the obligations set forth therein; provided that the Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent of its rights specifically provided in Section 54(a) in accordance with, and subject to the terms of the Merger Agreement and this letter agreement. Nothing Except as expressly provided in the foregoing sentence, nothing in this letter agreement, express or implied, is intended to confer upon any person Person other than Holdco, Merger Sub or the Sponsor and, to the extent provided in this Section 4, the Company and ParentSponsor, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person Person unless (i) such person Person is also seeking enforcement of each Other Sponsor’s obligations under its the Other Sponsor Equity Commitment Letter and/or (ii) each Letters to the extent that any of the Other Sponsor Sponsors has satisfied or is prepared to (or will) satisfy not performed in full its obligations under its the relevant Other Sponsor Equity Commitment Letter.

Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (ai) by Holdco Parent or (bii) by the Company in connection with it obtaining to seek specific performance of Parent’s, Merger Sub’s or the Sponsor’s obligation obligations to cause the funding of fund the Equity Commitment (the “Specific Performance Rights”) solely in accordance with, and to the extent expressly permitted by, by Section 9.08 of the Merger Agreement, and subject to the satisfaction of the conditions set forth described in Section 9.08(b) of the Merger Agreement2 hereof having been satisfied, and subject further to Section 6 and Section 77 hereof, as though the Company were a party hereto (and the Company is a third-party beneficiary of this letter agreement only to such extent, and shall have the enforcement rights solely as provided in this clause (b))hereto. None of Holdco’s, Midco’s, XxxxxxParent’s, Xxxxxx Sub’s or the Company’s creditors creditors, or any person claiming by, through, or on behalf or for the benefit of Parent, Merger Sub, the Company or their Affiliates shall have the right to enforce this letter agreement or to cause Holdco, Midco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. The parties hereto agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth therein; provided that (i) the Company is a third-party beneficiary of this letter agreement to the first sentence extent and only to the extent of Section 5. Nothing its Specific Performance Rights hereunder to seek and obtain specific performance of the Sponsor’s obligations to fund the Equity Commitment in accordance with, and subject to the terms of the Merger Agreement and this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company ; and Parent, any rights or remedies under or by reason of this letter agreement. In no event shall this letter agreement or the Equity Commitment to be funded hereunder be enforced by any person unless (i) such person is also seeking enforcement of each Other Sponsor’s obligations under its Other Sponsor Equity Commitment Letter and/or (ii) each Other Sponsor has satisfied or is prepared to the Non-Recourse Parties (or willas defined in the Limited Guarantee) satisfy its obligations under its Other Sponsor Equity Commitment Letter.may rely upon and enforce the provisions of Section