Common use of Additional Commitments of the Commitment Parties Clause in Contracts

Additional Commitments of the Commitment Parties. (a) The Plan Sponsors and the Additional Investors hereby agree, severally and not jointly, (i) to purchase shares of Convertible Series A Preferred Stock at a purchase price of $1,050.8 million in the aggregate in cash and (ii) to purchase additional shares of Convertible Series A Preferred Stock at a purchase price up to $200 million in the aggregate in cash pursuant to the BCA in connection with the Rights Offering, in each case, on the terms and conditions set forth in this Agreement, the Term Sheet and, with respect to Series A Preferred Stock purchased in connection with the Rights Offering, the BCA. The Plan Sponsors and the Additional Investors may assign such commitments to any Party, to their respective creditworthy affiliates or either Plan Sponsor or any Additional Investors or their respective creditworthy affiliates, but otherwise no Party may sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of, any such commitments to any person. None of the commitments to purchase the Convertible Series A Preferred Stock of any Plan Sponsor or any Additional Investor shall be reduced for any reason. (b) Each Plan Sponsor, Additional Investor, Consenting Noteholder and Honeywell represents and warrants to the other Plan Sponsors, Additional Investors, Consenting Noteholders and Honeywell that, as of October 30, 2020, it beneficially owns (as that term is defined in SEC Rule 13d-3 (“Beneficial Ownership”)) the number of shares of equity securities of Xxxxxxx set forth on Annex 1. Each Commitment Party, for so long as it is a Party, will, as promptly as practicable, and in any event within one business day, notify counsel to the other Commitment Parties of any change in its Beneficial Ownership of equity securities of Xxxxxxx. Each Party will individually make and be solely responsible for any filings or notifications as may be necessary under applicable law in connection with the entry into this Agreement and the performance of its obligations hereunder. The Commitment Parties agree not to (i) make any acquisition of equity securities of Xxxxxxx that is coordinated between any of them or (ii) share any pecuniary interest in any equity securities of Xxxxxxx held by any other Plan Sponsor, Additional Investor, Consenting Noteholder or Honeywell. (c) During the Effective Period for so long as the Debtors are Parties to this Agreement, Honeywell agrees that it will not malign, denigrate, or disparage the Debtors with respect to any past or present activities in a manner that could reasonably be expected to be damaging to the reputation of the Debtors. (d) For so long as the Debtors are Parties to this Agreement, each of the Plan Sponsors, the Additional Investors, and Honeywell agrees that it will (i) submit drafts to S&C of any press releases that disclose the existence or terms of this Agreement or any amendment to the terms of this Agreement as soon as reasonably practicable prior to making any such disclosure and (ii) afford the Debtors an opportunity to comment on such documents and disclosures and address any comments received from such parties in good faith; provided, that this clause (d) will not apply to any disclosures required under federal or state securities laws, including, without limitation, SEC Rule 13d.

Additional Commitments of the Commitment Parties. (a) The Plan Sponsors and the Additional Investors hereby agree, severally and not jointly, (i) to purchase shares of Convertible Series A Preferred Stock at a purchase price of $1,050.8 668.8 million in the aggregate in cash and (ii) to purchase additional shares of Convertible Series A Preferred Stock at a purchase price up to $200 million in the aggregate in cash pursuant to the BCA in connection with the Rights Offering, in each casecash, on the terms and conditions set forth in this Agreement, Agreement and the Term Sheet andSheet. The Equity Backstop Parties, with respect severally and not jointly, agree to Series A Preferred Stock purchased provide the Backstop Commitment (as defined in connection with the Rights OfferingTerm Sheet) pursuant to the terms of the BCA and in exchange for the Backstop Allocation (as defined in the Term Sheet), expense reimbursement and indemnity provided under the BCA. The Plan Sponsors hereby agree, severally and not jointly, to exercise the Subscription Rights (as defined in the Term Sheet) allocated to them in the Rights Offering, subject to the Subscription Waterfall (as defined in the Term Sheet), on the terms and conditions set forth in this Agreement and the Additional Investors Term Sheet. For the avoidance of doubt, nothing in this Agreement shall modify the several and not joint commitments of the Equity Backstop Parties to purchase Unsubscribed Shares (as defined in the BCA) pursuant to the terms of the BCA, including any shares of Convertible Series A Preferred Stock that are Unsubscribed Shares due to the non-exercise of Subscription Rights by the Plan Sponsors and Honeywell pursuant to the Subscription Waterfall. The Plan Sponsors and the Equity Backstop Parties may assign such commitments to any Party, to their respective creditworthy affiliates or either Plan Sponsor or any Additional Investors Equity Backstop Party or their respective creditworthy affiliates, but otherwise no Party may sell, use, pledge, assign, transfer, permit the participation in, or otherwise dispose of, any such commitments to any person. None Subject to the Subscription Waterfall, none of the commitments to purchase the Convertible Series A Preferred Stock of any Plan Sponsor or any Additional Investor Equity Backstop Party shall be reduced for any reason. (b) Each Plan Sponsor, Additional Investor, Consenting Noteholder and Honeywell represents and warrants to the other Plan Sponsors, Additional Investors, Consenting Noteholders and Honeywell that, as of October 30, 2020, it beneficially owns (as that term is defined in SEC Rule 13d-3 (“Beneficial Ownership”)) the number of shares of equity securities of Xxxxxxx set forth on Annex 1. Each Commitment Party, for so long as it is a Party, will, as promptly as practicable, and in any event within one business day, notify counsel to the other Commitment Parties of any change in its Beneficial Ownership of equity securities of Xxxxxxx. Each Party will individually make and be solely responsible for any filings or notifications as may be necessary under applicable law in connection with the entry into this Agreement and the performance of its obligations hereunder. The Commitment Parties agree not to (i) make any acquisition of equity securities of Xxxxxxx that is coordinated between any of them or (ii) share any pecuniary interest in any equity securities of Xxxxxxx held by any other Plan Sponsor, Additional Investor, Consenting Noteholder or Honeywell. (c) During the Effective Period for so long as the Debtors are Parties to this Agreement, Honeywell agrees that it will not malign, denigrate, or disparage the Debtors with respect to any past or present activities in a manner that could reasonably be expected to be damaging to the reputation of the Debtors. (d) For so long as the Debtors are Parties to this Agreement, each of the Plan Sponsors, the Additional Investors, and Honeywell agrees that it will (i) submit drafts to S&C of any press releases that disclose the existence or terms of this Agreement or any amendment to the terms of this Agreement as soon as reasonably practicable prior to making any such disclosure and (ii) afford the Debtors an opportunity to comment on such documents and disclosures and address any comments received from such parties in good faith; provided, that this clause (d) will not apply to any disclosures required under federal or state securities laws, including, without limitation, SEC Rule 13d.