Extract to table

This Joinder Agreement must be executed and delivered during the Joinder Period, which commences on July 3, 2023 and expires at 11:59 p

Capitalized terms used but not otherwise defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the RSA

1(a)(xii) thereof, the transfer restrictions set forth in Section 8 thereof, and the affirmative commitments of each Consenting Mezzanine Holder to support the Restructuring Transactions and to vote in favor of and consent to the Exchange (as such term is defined in the RSA), are hereby incorporated by reference into this Joinder Agreement and shall apply to the Joining Holder with the same force and effect as if each such provision were set forth herein at length

The Joining Holder shall timely vote in favor of, and consent to, the exchange of its Mezzanine Notes pursuant to the Exchange Agreement and the related Consent Solicitation, in each case in accordance with the terms and conditions of the RSA and the Restructuring Term Sheet, and shall not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any such vote or consent; (b) Delivery for Cancellation

The Joining Holder shall, in connection with the exchange described in clause (b) above, waive its pro rata share of the $8

The Joining Holder agrees to be bound by, and to comply in all respects with, the transfer restrictions set forth in Section 8 of the RSA, including without limitation the requirement that any transfer, sale, assignment, pledge, hypothecation, or other disposition (each, a "Transfer") of all or any portion of the Joining Holder's Mezzanine Holdings during the term of the RSA shall be made only to a transferee (a "Permitted Transferee") that has first executed and delivered to the Company a joinder agreement substantially in the form of this Joinder Agreement (or as otherwise provided in Section 8 of the RSA), and any purported Transfer that does not comply with Section 8 of the RSA shall be null and void ab initio and of no force or effect