Common use of Backstop Party Default Clause in Contracts

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”), to make arrangements for one or more of the Initial Backstop Parties (excluding any Defaulting Backstop Party) to purchase all or any portion of the Available Securities (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or as may otherwise be agreed upon by the Initial Backstop Parties electing to purchase all or any portion of the Available Securities (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities purchased by a Replacing Backstop Party shall be included in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.1.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties and their respective Related Purchasers (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated tothe obligation, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial all Backstop Parties (other than any Defaulting Backstop Party) of such Backstop Party Default (Default, which notice shall be given promptly following the occurrence of such Backstop Party DefaultDefault and to all Backstop Parties (other than any Defaulting Backstop Party) concurrently (such five (5) Business Day period, the “Backstop Party Replacement Period”), to make arrangements for one or more of the Initial Backstop Parties and their respective Related Purchasers (excluding other than any Defaulting Backstop Party) to purchase all or any portion of the Available Securities Shares at the Per Share Purchase Price (any such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or as may otherwise be agreed upon by all of the Initial Backstop Parties electing to purchase all or any portion of the Available Securities Shares, or, if no such agreement is reached, based upon the relative applicable Backstop Commitment Percentages of any such Backstop Parties and their respective Related Purchasers (other than any Defaulting Backstop Party) (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities purchased by a Replacing Backstop Party shall be included in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.1.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial all Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”), ) to make arrangements for one or more of the Initial Backstop Parties (excluding any other than the Defaulting Backstop Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party Parties or as may otherwise be agreed upon by all of the Initial Backstop Parties electing to purchase all or any portion of the Available Securities Shares (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities Shares purchased by a Replacing Backstop Party shall be included in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, Unsubscribed Shares of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.13.01. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (A) the Backstop Party Replacement to be completed within the Backstop Party Replacement Period or (B) the consummation of a Cover Transaction within the Cover Transaction Period. Notwithstanding anything to the contrary contained herein, if the Backstop Party Replacement has not been consummated upon expiration of the Backstop Party Replacement Period and a Cover Transaction has not been consummated prior to the expiration of the Cover Transaction Period, this Agreement may be terminated by either the Company by written notice to each Backstop Party or by the Required Backstop Parties by written notice to the Company. If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any of the Put Option Premium hereunder.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial all Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party DefaultDefault and substantially concurrently to all Backstop Parties) (such five (5) Business Day period, the “Backstop Party Replacement Period”), ) to make arrangements for request that one or more of the Initial Backstop Parties (excluding any other than the Defaulting Backstop Party) to purchase all or any portion of the Available Securities Shares at the Purchase Price (any such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Commitment Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any with respect to such electing Initial Replacing Backstop Party Party, or as may otherwise be agreed upon by the Initial Company and all of the non-Defaulting Backstop Parties electing to purchase all or any portion of the Available Securities Shares (such Initial Backstop Parties, the “Replacing Backstop Parties”). The Backstop Parties are not obligated to provide a Backstop Party Replacement unless a Backstop Party affirmatively consents thereto in writing. Any such Available Securities Shares purchased by a Replacing Backstop Party shall be included in the determination of (xy) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, Shares of such Replacing Backstop Party for all purposes hereunder and (z) the Backstop Commitment Percentage of such Backstop Party for all purposes hereunder, including for purposes of Section 3.1. Any such Available Shares not purchased by a Defaulting Backstop Party shall be removed in the determination of (y) the Backstop Shares of such Defaulting Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Defaulting Backstop Party for all purposes hereunder, including for purposes of Section 3.1. If a Backstop Party Default occurs, the Closing and the Outside Date shall be delayed only to the extent necessary to allow for (A) the Backstop Party Replacement to be completed within the Backstop Party Replacement Period or (B) the consummation of a Cover Transaction within the Cover Transaction Period. If the Backstop Party Replacement has not been consummated upon expiration of the Backstop Party Replacement Period, and a Cover Transaction has not been consummated prior to the expiration of the Cover Transaction Period, each Backstop Party may terminate its obligations under this Commitment Agreement by written notice to NII, or this Commitment Agreement may be terminated by NII by written notice to each Backstop Party.

Backstop Party Default. (a) Upon With respect to the occurrence Rights Offering, during the two (2) Business Day period after receipt of written notice from the Credit Parties to all Backstop Parties of a Backstop Party Default, which notice shall be given promptly to all Backstop Parties substantially concurrently following the Initial occurrence of such Backstop Party Default (such two (2) Business Day period, the “Backstop Party Replacement Period”), the Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”)obligation, to make arrangements for one or more of the Initial Backstop Parties (excluding other than any Defaulting Backstop Party) to purchase all or any portion of the Available Securities New First Lien Notes (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or as may otherwise be agreed upon by all of the Initial non-defaulting Backstop Parties electing to purchase all or any portion of the Available Securities New First Lien Notes (such Initial Backstop Parties, the “Replacing Replacement Backstop Parties”). Any such Available Securities New First Lien Notes purchased by a Replacing Replacement Backstop Party (i) shall be included included, among other things, in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of Unsubscribed New First Lien Notes to be purchased by such Replacing Replacement Backstop Party for all purposes hereunder and hereunder, (y) the Backstop Commitment Percentage of such Initial Replacement Backstop Party for all purposes hereunder and (z) the Backstop Commitment of such Replacement Backstop Party for purposes of the definition of the “Requisite Backstop Parties” and (ii) shall not be included in the determination of the New First Lien Notes (other than Unsubscribed New First Lien Notes) to be purchased by such Replacement Backstop Party for all purposes hereunder. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Backstop Party Replacement to be completed within the Backstop Party Replacement Period. Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Credit Parties and the Requisite Backstop Parties to reflect conforming changes in the composition of the Backstop Parties and Backstop Commitment Percentages as a result of any Backstop Party Replacement in compliance with this Section 3.12.3(a). For the avoidance of doubt, the rights of any Replacement Backstop Parties to any such Available New First Lien Notes shall be subject in all respects to the Oversubscription Rights of any other holders of Subordinated Notes Claims in the Rights Offering, which shall have priority with respect to any allocation of Rights Offering Notes.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial all Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”), ) to make arrangements for one or more of the Initial Backstop Parties (excluding any other than the Defaulting Backstop Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party Parties or as may otherwise be agreed upon by all of the Initial Backstop Parties electing to purchase all or any portion of the Available Securities Shares (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities Shares purchased by a Replacing Backstop Party shall be included in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, Unsubscribed Shares of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.1.Section‌

Backstop Party Default. (a) Upon Within five (5) Business Days after receipt of written notice from the occurrence Company to all Backstop Parties of a Backstop Party Default, the Initial which notice shall be given promptly to all Backstop Parties substantially concurrently following the occurrence of such Backstop Party Default (such five (5) Business Day period, which may be extended with the consent of the Required Backstop Parties and the Company Parties, the “Backstop Party Replacement Period”), the Backstop Parties and their respective Related Funds (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”)obligation, to make arrangements for one or more of the Initial Backstop Parties (excluding other than any Defaulting Backstop Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or as may otherwise be agreed upon by all of the Initial Backstop Parties electing to purchase all or any portion of the Available Securities Shares, or, if no such agreement is reached, based upon the applicable Backstop Commitment Percentage of any such Backstop Parties and their respective Related Purchasers (other than any Defaulting Backstop Party) (such Initial Backstop Parties, the “Replacing Replacement Backstop Parties”). Any such Available Securities Shares purchased by a Replacing Replacement Backstop Party shall be included included, among other things, in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of Unsubscribed Shares to be purchased by such Replacing Replacement Backstop Party for all purposes hereunder and hereunder, (y) the Backstop Commitment Percentage of such Initial Replacement Backstop Party for all purposes hereunder as adjusted to reflect the Unsubscribed Shares to be purchased by such Replacement Backstop Party (the “Adjusted Backstop Commitment Percentage”) and (z) the Backstop Commitment of such Replacement Backstop Party for purposes of Section 3.1the definition of the “Required Backstop Parties.” If a Backstop Party Default occurs, (i) the Outside Date shall be delayed and (ii) each Backstop Party shall support an extension of the milestones, in each case only to the extent necessary to allow for the Backstop Party Replacement to be completed within the Backstop Party Replacement Period. For the avoidance of doubt, pursuant to the Plan, the allocation of Exchanged Preferred Equity which each Backstop Party shall receive pursuant to the Plan in connection with its purchase of New Money Preferred Equity in the Rights Offering shall be based upon the total amount of New Money Preferred Equity which it purchases pursuant to its Subscription Commitment, Backstop Commitment or its agreement to purchase Available Shares as a Replacement Backstop Party.

Backstop Party Default. 2.7.1 During the two (a2) Upon Business Day period after receipt of written notice from the occurrence Company to all Backstop Parties of a Backstop Party Default, which notice shall be given to all Backstop Parties promptly after the Initial Company becomes aware of the occurrence of such Backstop Party Default (such two (2) Business Day period, the “Backstop Party Replacement Period”), the Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”)obligation, to make arrangements for one or more of the Initial Backstop Parties (excluding other than any Defaulting Backstop Party) to purchase all or any portion of the Available Securities Unsubscribed Notes (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or as may otherwise be agreed upon by all of the Initial non-defaulting Backstop Parties electing to purchase all or any portion of the Available Securities Unsubscribed Notes (such Initial Backstop Parties, the “Replacing Replacement Backstop Parties”). Any such Available Securities Unsubscribed Notes purchased by a Replacing Replacement Backstop Party shall be included included, among other things, in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of Unsubscribed Notes to be purchased by such Replacing Replacement Backstop Party for all purposes hereunder and hereunder, (y) the Backstop Commitment Percentage of such Initial Replacement Backstop Party for all purposes hereunder (including, without limitation, the calculation of the Backstop Fee of such Replacement Backstop Party) and (z) the Backstop Commitment of such Replacement Backstop Party for purposes of the definition of the “Required Backstop Parties.” If a Backstop Party Default occurs, the Outside Date (as defined below) shall be delayed only to the extent necessary to allow for the Backstop Party Replacement to be completed within five (5) Business Days after the completion of the Backstop Party Replacement Period. Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Company and the Required Backstop Parties to reflect conforming changes in the composition of the Backstop Parties and Backstop Commitment Percentages as a result of any Backstop Party Replacement in compliance with this Section 3.12.7.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial all Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”), ) to make arrangements for one or more of the Initial Backstop Parties (excluding any other than the Defaulting Backstop Party) to purchase all or any portion of the Available Securities New Common Stock (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party Parties or as may otherwise be agreed upon by all of the Initial Backstop Parties electing to purchase all or any portion of the Available Securities New Common Stock (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities New Common Stock purchased by a Replacing Backstop Party shall be included in the determination of (x) the fees earned under Section 3.01. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Backstop SecuritiesParty Replacement to be completed within the Backstop Party Replacement Period. If a Backstop Party is or becomes a Defaulting Backstop Party, Holdback Securities and Additional Notesit shall not be entitled to any of the Backstop Fee or Termination Fee, as applicable, of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.1may be applicable hereunder.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five the shorter of (5x) fifteen (15) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) and (such y) five (5) Business Day Days after the Escrow Funding Date (such period, the “Backstop Party Replacement Period”), to make arrangements for one or more of the Initial Backstop Parties (excluding any Defaulting Backstop Party) to purchase (or, as applicable, assume such Defaulting Backstop Party’s obligation to purchase) all or any portion of the Available Securities (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and and, in the event there is more than one electing non-Defaulting Backstop Party, in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party Parties or in such other amounts as may otherwise be agreed upon by the Initial Backstop Parties electing to purchase all or any portion of the Available Securities (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities subscribed and purchased by a Replacing Backstop Party shall be included in the determination of (x) the Backstop Securities, Holdback GUC New Convertible Notes Class C Distribution Securities and Additional NotesDirect Allocation Securities, as applicable, of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.1. For the avoidance of doubt, upon such Replacing Backstop Party executing and delivering a written agreement to enter into a Backstop Party Replacement, such commitment shall be irrevocable and any failure to consummate such Backstop Party Replacement shall result in such Replacing Backstop Party becoming a Defaulting Backstop Party.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer Exide to the Initial all Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party DefaultDefault and substantially concurrently to all Backstop Parties) (such five (5) Business Day period, the “Backstop Party Replacement Period”), ) to make arrangements for request that one or more of the Initial Backstop Parties (excluding any other than the Defaulting Backstop Party) to purchase all or any portion of the Available Securities Notes (any such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Commitment Agreement and in such amounts based upon the applicable Aggregate Commitment Amount with respect to such Replacing Backstop Commitment Percentage of any such electing Initial Backstop Party Party, or as may otherwise be agreed upon by Exide and all of the Initial Backstop Parties electing to purchase all or any portion of the Available Securities Notes (such Initial Backstop Parties, the “Replacing Backstop Parties”); provided, however, that during the Backstop Party Replacement Period and prior to giving effect to any Cover Transaction, (i) each non-Defaulting Backstop Party shall be obligated to make a Backstop Party Replacement with respect to a portion of any Defaulting Backstop Party’s Backstop Commitment (to the extent not otherwise assumed by a Replacing Backstop Party) determined in proportion to such non-Defaulting Backstop Party’s respective Backstop Commitment Amount if the aggregate amount to be funded by a non-Defaulting Backstop Party pursuant to Section 2.2 (to the extent not otherwise assumed by a Replacing Backstop Party) is less than or equal to the amount that would have been required to be funded by such non-Defaulting Backstop Party pursuant to Section 2.2 if no other Person had participated in the Rights Offering and the Defaulting Backstop Parties had performed their respective obligations under Section 2.2; and (ii) after giving effect to any Backstop Party Replacement pursuant to clause (i) of this proviso, then each Backstop Party that has requested Overallotment Notes pursuant to the Overallotment Procedures, such Backstop Party, together with all other Backstop Parties requesting Overallotment Notes, shall be obligated to make a Backstop Party Replacement in an amount up to such Backstop Party’s pro rata percentage of any Overallotment Notes allocated to any Defaulting Backstop Parties pursuant to the Overallotment Procedures; provided, further, that in no event shall the foregoing require any non-Defaulting Backstop Party to purchase more than its Aggregate Commitment Amount (unless such non-Defaulting Backstop Party elects to purchase Overallotment Notes pursuant to the Overallotment Procedures). Except as described in the previous sentence, no Backstop Party shall be obligated to provide a Backstop Party Replacement unless such Backstop Party affirmatively consents thereto in writing. Any such Available Securities Notes purchased by a Replacing Backstop Party shall be included in the determination of (xy) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, Notes of such Replacing Backstop Party for all purposes hereunder and (yz) the Backstop Commitment Percentage Amount of such Initial Backstop Party for all purposes hereunder, including for purposes of Section 3.1.

Backstop Party Default. (a) Upon Within five (5) Business Days after receipt of written notice from the occurrence Company to all Backstop Parties of a Backstop Party Default, the Initial which notice shall be given promptly to all Backstop Parties substantially concurrently following the occurrence of such Backstop Party Default (such five (5) Business Day period, which may be extended with the consent of the Required Backstop Parties and the Company Parties, the “Backstop Party Replacement Period”), the Backstop Parties and their respective Related Funds (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”)obligation, to make arrangements for one or more of the Initial Backstop Parties (excluding other than any Defaulting Backstop Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or as may otherwise be agreed upon by all of the Initial Backstop Parties electing to purchase all or any portion of the Available Securities Shares, or, if no such agreement is reached, based upon the applicable Backstop Commitment Percentage of any such Backstop Parties and their respective Related Purchasers (other than any Defaulting Backstop Party) (such Initial Backstop Parties, the “Replacing Replacement Backstop Parties”). Any such Available Securities Shares purchased by a Replacing Replacement Backstop Party shall be included included, among other things, in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of Unsubscribed Shares to be purchased by such Replacing Replacement Backstop Party for all purposes hereunder and hereunder, (y) the Backstop Commitment Percentage of such Initial Replacement Backstop Party for all purposes hereunder as adjusted to reflect the Unsubscribed Shares to be purchased by such Replacement Backstop Party (the “Adjusted Backstop Commitment Percentage”) and (z) the Backstop Commitment of such Replacement Backstop Party for purposes of Section 3.1the definition of the “Required Backstop Parties.” If a Backstop Party Default occurs, (i) the Outside Date shall be delayed and (ii) each Backstop Party shall support an extension of the milestones, in each case only to the extent necessary to allow for the Backstop Party Replacement to be completed within the Backstop Party Replacement Period. For the avoidance of doubt, pursuant to the Plan, the allocation of Exchangeable Preferred Equity which each Backstop Party shall receive pursuant to the Plan in connection with its purchase of New Money Preferred Equity in the Rights Offering shall be based upon the total amount of New Money Preferred Equity which it purchases pursuant to its Subscription Commitment, Backstop Commitment or its agreement to purchase Available Shares as a Replacement Backstop Party.

Backstop Party Default. (a) Upon With respect to the occurrence Rights Offering, during the two (2) Business Day period after receipt of written notice from the Credit Parties to all Backstop Parties of a Backstop Party Default, which notice shall be given to all Backstop Parties promptly following the Initial Credit Parties becoming aware of the occurrence of such Backstop Party Default (such two (2) Business Day period, the “Backstop Party Replacement Period”), the Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”)obligation, to make arrangements for one or more of the Initial Backstop Parties (excluding other than any Defaulting Backstop Party) to purchase all or any portion of the Available Securities New 1.5 Lien Notes (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or as may otherwise be agreed upon by all of the Initial non-defaulting Backstop Parties electing to purchase all or any portion of the Available Securities New 1.5 Lien Notes (such Initial Backstop Parties, the “Replacing Replacement Backstop Parties”). Any such Available Securities New 1.5 Lien Notes purchased by a Replacing Replacement Backstop Party shall be included included, among other things, in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of Unsubscribed New 1.5 Lien Notes to be purchased by such Replacing Replacement Backstop Party for all purposes hereunder and hereunder, (y) the Backstop Commitment Percentage of such Initial Replacement Backstop Party for all purposes hereunder and (z) the Backstop Commitment of such Replacement Backstop Party for purposes of the definition of the “Requisite Backstop Parties.” If a Backstop Party Default occurs, the Outside Date (as defined below) shall be delayed only to the extent necessary to allow for the Backstop Party Replacement to be completed within the Backstop Party Replacement Period. Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Credit Parties and the Requisite Backstop Parties to reflect conforming changes in the composition of the Backstop Parties and Backstop Commitment Percentages as a result of any Backstop Party Replacement in compliance with this Section 3.12.3(a).

Backstop Party Default. Any Backstop Party, on a several and not joint basis, that fails to timely fund its Backstop Commitment by the Backstop Funding Deadline or fully exercise all Subscription Rights held by it in the Equity Rights Offering (a) Upon but for the occurrence avoidance of a doubt, no Backstop Party Default, the Initial shall be liable for any default of any other Backstop Parties Party pursuant to this Agreement) after written notice thereof and a 2 (other than any two) Business Day opportunity to cure (a “Defaulting Backstop Party”) will be liable for the consequences of its breach and the Company may enforce rights of money damages and/or specific performance upon the failure to timely fund by the Defaulting Backstop Party. Each Backstop Party that is not a Defaulting Backstop Party (each, a “Non-Defaulting Backstop Party”) shall have the right, but shall not be obligated tothe obligation, within five to assume its Adjusted Commitment Percentage (5or such other proportion as agreed by the Non-Defaulting Backstop Parties) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Defaulting Backstop Party Default (which notice shall be given promptly following the occurrence of such Party’s Backstop Party Default) (such five (5) Business Day periodCommitment. For this purpose, the “Backstop Party Replacement Period”)Adjusted Commitment Percentage” means, with respect to make arrangements for one or more of the Initial Backstop Parties (excluding any Non-Defaulting Backstop Party) to purchase all or any portion of the Available Securities (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or fraction, expressed as may otherwise be agreed upon by the Initial Backstop Parties electing to purchase all or any portion of the Available Securities (such Initial Backstop Partiesa percentage, the “Replacing Backstop Parties”). Any such Available Securities purchased by a Replacing Backstop Party shall be included in the determination numerator of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of such Replacing Backstop Party for all purposes hereunder and (y) which is the Backstop Commitment Percentage of such Initial Non-Defaulting Backstop Party and the denominator of which is the aggregate Backstop Commitment Percentages of all Non-Defaulting Backstop Parties. No Defaulting Backstop Party shall be entitled to any portion of the Backstop Commitment Premium (as defined in the Backstop Commitment Term Sheet referred to in the RSA) and all distributions of New Common Stock distributable to a Defaulting Backstop Party, including on account of the Backstop Commitment Premium, shall be either (i) to the extent assumed by Non-Defaulting Backstop Parties, re-allocated contractually and turned over as liquidated damages (including any Backstop Commitment Premium) to those Non-Defaulting Backstop Parties that have elected to subscribe for purposes of Section 3.1their full Adjusted Commitment Percentage or (ii) if not assumed by the Non-Defaulting Backstop Parties, forfeited and retained by the Company, as applicable.

Backstop Party Default. (a) Upon the occurrence of a Any Backstop Party Defaultthat fails to timely fund its Backstop Commitment after written notice thereof (a “Default Notice”) will be liable for the consequences of its breach and the parties hereto may enforce rights of money damages and/or specific performance upon the failure to timely fund by the Defaulting Backstop Party (but for the avoidance of doubt, the Initial no Backstop Parties Party shall be liable for any default of any other Backstop Party pursuant to this Agreement); provided that each Backstop Party that is not a Defaulting Backstop Party (other than any each, a “Non-Defaulting Backstop Party”) shall have the right, but not the obligation, for a period of [two (2) days] following the delivery of the Default Notice, to elect to assume up to its pro rata share of such Defaulting Backstop Party’s Backstop Commitment and Minimum Allocation based on the proportion of its Backstop Commitment to the aggregate amount of Backstop Commitments of all Non-Defaulting Backstop Parties assuming such Defaulting Backstop Party’s Backstop Commitment (the “Adjusted Commitment Percentage”), or such other proportion as agreed by the Non-Defaulting Backstop Parties. For the avoidance of doubt, any assumption of the Defaulting Backstop Party’s Backstop Commitment and Minimum Allocation pursuant to this Section 4 may be in whole or in part (and need not be in whole for the assumption of any part thereof to be effective), provided that the assumption of the Backstop Commitment and Minimum Allocation shall be in proportionate amounts. Any Defaulting Backstop Party shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer entitled to the Initial Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”), to make arrangements for one or more of the Initial Backstop Parties (excluding any Defaulting Backstop Party) to purchase all or any portion of the Available Securities (such purchaseBackstop Equity Premium or Backstop Break Payment, a “and the portion of the Backstop Equity Premium or Backstop Break Payment otherwise payable to any Defaulting Backstop Party Replacement”) shall be paid pro rata to any Backstop Parties that assume all or a portion of the Defaulting Backstop Party’s Backstop Commitment, based on the terms portion of the Defaulting Backstop Party’s Backstop Commitment so assumed. The Parties acknowledge and subject to agree that the conditions expiration of the time periods set forth in this Agreement and in such amounts based upon Section 4 shall not be a condition to the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or as may otherwise be agreed upon by the Initial Backstop Parties electing to purchase all or any portion consummation of the Available Securities (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities purchased transactions contemplated by a Replacing Backstop Party shall be included in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.1this Agreement.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial all Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”), ) to make arrangements for one or more of the Initial Backstop Parties (excluding any other than the Defaulting Backstop Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party Parties or as may otherwise be agreed upon by all of the Initial Backstop Parties electing to purchase all or any portion of the Available Securities Shares (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities Shares purchased by a Replacing Backstop Party shall be included in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, Unsubscribed Shares of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for the purposes of Section 3.1the Backstop Fee. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Backstop Party Replacement to be completed within the Backstop Party Replacement Period. If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to the Backstop Fee.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five (5) Business Days after receipt of written notice from the Company or the Issuer to the Initial all Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement Period”), ) to make arrangements for one or more of the Initial Backstop Parties (excluding any other than the Defaulting Backstop Party) to purchase all or any portion of the Available Securities New Common Stock (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party Parties or as may otherwise be agreed upon by all of the Initial Backstop Parties electing to purchase all or any portion of the Available Securities New Common Stock (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities New Common Stock purchased by a Replacing Backstop Party shall be included in the determination of (x) the fees earned under Section 3.01. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of such Replacing Party Replacement to be completed within the Backstop Party for all purposes hereunder and (y) Replacement Period. If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.1Fee.

Backstop Party Default. (a) Upon the occurrence of a Any Backstop Party Default, that fails to timely fund its Backstop Commitment by the Initial Backstop Parties Funding Deadline or to fully exercise all subscription rights held by it in the Equity Rights Offering after written notice thereof and a two-day opportunity to cure (other than any a “Defaulting Backstop Party”) will be liable for the consequences of its breach and the Company can enforce rights of money damages and/or specific performance upon the failure to timely fund by the Defaulting Backstop Party. Each Backstop Party that is not a Defaulting Backstop Party (each, a “Non-Defaulting Backstop Party”) shall have the right, but shall not be obligated tothe obligation, within five to assume its Adjusted Commitment Percentage (5or such other proportion as agreed by the Non-Defaulting Backstop Parties) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Defaulting Backstop Party Default (which notice shall be given promptly following the occurrence of such Party’s Backstop Party Default) (such five (5) Business Day periodCommitment. For this purpose, the “Backstop Party Replacement Period”)Adjusted Commitment Percentage” means, with respect to make arrangements for one or more of the Initial Backstop Parties (excluding any Non-Defaulting Backstop Party) to purchase , a fraction, expressed as a percentage, the numerator of which is the Backstop Commitment Percentage of such Non- __________ 1 On the Plan Effective Date, the Junior DIP Facility shall be repaid in full in cash with the proceeds of the Equity Rights Offering and the Second Lien Exit Facility; provided that, for administrative convenience, at the direction and at the option of any Junior DIP Commitment Party that is also a Backstop Party or a Related Fund of any Backstop Party, all or any portion of the Available Securities (cash to be received by such purchase, Junior DIP Commitment Party on account of the principal amount of outstanding Junior DIP Obligations owed to it shall be set off or otherwise applied on a “Backstop Party Replacement”) on dollar for dollar basis towards the terms and subject to the conditions set forth in this Agreement and in cash payment obligations of such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or Related Fund under the BCA pursuant to such documentation as the Company may otherwise reasonably require to evidence the discharge of the applicable Junior DIP Obligations to the extent of the amounts so applied; provided further for the avoidance of doubt, that such obligations may be agreed upon by applied to satisfy the Initial obligations of any Related Fund of such Backstop Parties electing Party, at the option thereof. Defaulting Backstop Party and the denominator of which is the aggregate Backstop Commitment Percentages of all Non-Defaulting Backstop Parties. If any Non-Defaulting Backstop Party does not elect to purchase all or any assume its full pro rata share of the Backstop Commitment of the Defaulting Backstop Party, then each Non-Defaulting Backstop Party that assumed its full pro rata share of the Defaulting Backstop Party’s Backstop Commitment shall have customary oversubscription rights to assume the unsubscribed portion of the Available Securities (such Initial Defaulting Backstop Parties, the “Replacing Party’s Backstop Parties”)Commitment. Any such Available Securities purchased by a Replacing Defaulting Backstop Party shall not be entitled to the Backstop Commitment Premium and the portion of the Backstop Commitment Premium otherwise payable to any Defaulting Backstop Party shall be included in paid pro rata to any Backstop Parties that assume all or a portion of the determination Defaulting Backstop Party’s Backstop Commitment. All distributions of (x) New Common Stock distributable to a Defaulting Backstop Party, including on account of the Backstop SecuritiesCommitment Premium, Holdback Securities shall be either (i) to the extent assumed by Non-Defaulting Backstop Parties, re-allocated contractually and Additional Notesturned over as liquidated damages (including any Backstop Commitment Premium) to those Non-Defaulting Backstop Parties that have elected to subscribe for their full Adjusted Commitment Percentage or (ii) if not assumed by the Non-Defaulting Backstop Parties, forfeited and retained by the Company, as applicable, of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.1.

Backstop Party Default. (a) Upon the occurrence of a Any Backstop Party Default, that fails to timely fund its Backstop Commitment by the Initial Backstop Parties Funding Deadline or to fully exercise all subscription rights held by it in the Equity Rights Offering after written notice thereof and a two-day opportunity to cure (other than any a “Defaulting Backstop Party”) will be liable for the consequences of its breach and the Company can enforce rights of money damages and/or specific performance upon the failure to timely fund by the Defaulting Backstop Party. Each Backstop Party that is not a Defaulting Backstop Party (each, a “Non-Defaulting Backstop Party”) shall have the right, but shall not be obligated tothe obligation, within five to assume its Adjusted Commitment Percentage (5or such other proportion as agreed by the Non-Defaulting Backstop Parties) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Defaulting Backstop Party Default (which notice shall be given promptly following the occurrence of such Party’s Backstop Party Default) (such five (5) Business Day periodCommitment. For this purpose, the “Backstop Party Replacement Period”)Adjusted Commitment Percentage” means, with respect to make arrangements for one or more of the Initial Backstop Parties (excluding any Non-Defaulting Backstop Party) , a fraction, expressed as a percentage, the numerator of which is the Backstop Commitment Percentage of such Non-Defaulting Backstop Party and the denominator of which is the aggregate Backstop Commitment Percentages of all Non-Defaulting Backstop Parties. If any Non-Defaulting Backstop Party does not elect to purchase assume its full pro __________ 1 On the Plan Effective Date, the Junior DIP Facility shall be repaid in full in cash with the proceeds of the Equity Rights Offering and the Second Lien Exit Facility; provided that, for administrative convenience, at the direction and at the option of any Junior DIP Commitment Party that is also a Backstop Party or a Related Fund of any Backstop Party, all or any portion of the Available Securities (cash to be received by such purchase, Junior DIP Commitment Party on account of the principal amount of outstanding Junior DIP Obligations owed to it shall be set off or otherwise applied on a “Backstop Party Replacement”) on dollar for dollar basis towards the terms and subject to the conditions set forth in this Agreement and in cash payment obligations of such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party or Related Fund under the BCA pursuant to such documentation as the Company may otherwise reasonably require to evidence the discharge of the applicable Junior DIP Obligations to the extent of the amounts so applied; provided further for the avoidance of doubt, that such obligations may be agreed upon by applied to satisfy the Initial obligations of any Related Fund of such Backstop Parties electing Party, at the option thereof. rata share of the Backstop Commitment of the Defaulting Backstop Party, then each Non-Defaulting Backstop Party that assumed its full pro rata share of the Defaulting Backstop Party’s Backstop Commitment shall have customary oversubscription rights to purchase all or any assume the unsubscribed portion of the Available Securities (such Initial Defaulting Backstop Parties, the “Replacing Party’s Backstop Parties”)Commitment. Any such Available Securities purchased by a Replacing Defaulting Backstop Party shall not be entitled to the Backstop Commitment Premium and the portion of the Backstop Commitment Premium otherwise payable to any Defaulting Backstop Party shall be included in paid pro rata to any Backstop Parties that assume all or a portion of the determination Defaulting Backstop Party’s Backstop Commitment. All distributions of (x) New Common Stock distributable to a Defaulting Backstop Party, including on account of the Backstop SecuritiesCommitment Premium, Holdback Securities shall be either (i) to the extent assumed by Non-Defaulting Backstop Parties, re-allocated contractually and Additional Notesturned over as liquidated damages (including any Backstop Commitment Premium) to those Non-Defaulting Backstop Parties that have elected to subscribe for their full Adjusted Commitment Percentage or (ii) if not assumed by the Non-Defaulting Backstop Parties, forfeited and retained by the Company, as applicable, of such Replacing Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Initial Backstop Party for purposes of Section 3.1.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default, the Initial Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but shall not be obligated to, within five the shorter of (5x) fifteen (15) Business Days after receipt of written notice from the Company or the Issuer to the Initial Backstop Parties of such Backstop Party Default (which notice shall be given promptly following the occurrence of such Backstop Party Default) and (such y) five (5) Business Day Days after the Escrow Funding Date (such period, the “Backstop Party Replacement Period”), to make arrangements for one or more of the Initial Backstop Parties (excluding any Defaulting Backstop Party) to purchase (or, as applicable, assume such Defaulting Backstop Party’s obligation to purchase) all or any portion of the Available Securities (such purchase, a “Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement and and, in the event there is more than one electing non-Defaulting Backstop Party, in such amounts based upon the applicable Backstop Commitment Percentage of any such electing Initial Backstop Party Parties or in such other amounts as may otherwise be agreed upon by the Initial Backstop Parties electing to purchase all or any portion of the Available Securities (such Initial Backstop Parties, the “Replacing Backstop Parties”). Any such Available Securities subscribed and purchased by a Replacing Backstop Party shall be included in the determination of (x) the Backstop Securities, Holdback Securities and Additional Notes, as applicable, of such Replacing Backstop Party for all purposes hereunder and (y) hereunder. For the Backstop Commitment Percentage avoidance of doubt, upon such Initial Replacing Backstop Party for purposes of Section 3.1executing and delivering a written agreement to enter into a Backstop Party Replacement, such commitment shall be irrevocable and any failure to consummate such Backstop Party Replacement shall result in such Replacing Backstop Party becoming a Defaulting Backstop Party.