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. (b) If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1. (d) Except as contemplated by Section 2.3(a), nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback Securities. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (f) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default.

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. (b) If a Backstop Party Default occurs, In the Outside Date shall be delayed only to the extent necessary to allow for (i) event the Backstop Party Replacement, to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium (as defined below), it shall promptly notify the Company Parties and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1. (d) Except as contemplated by Section 2.3(a), nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback Securities. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties their respective Related Purchasers do not elect to subscribe for purchase all of the Available Securities Shares pursuant to Section 2.3(a) prior (any such unpurchased Available Shares, the “Remaining Available Shares”), the Company shall give prompt written notice thereof to the expiration each of the Backstop Parties (other than any Defaulting Backstop Party), and each Backstop Party Replacement Period, the Company or the Issuer and their respective Related Purchasers (other than any Defaulting Backstop Party) shall have an additional twenty the right, but not the obligation, within five (205) Business Days following after receipt of such notice to make arrangements for one or more of the expiration thereof Backstop Parties (such period, the “Cover Transaction Period”other than any Defaulting Backstop Party) to consummate a Cover Transaction. purchase all or any portion of the Remaining Available Shares at the Per Share Purchase Price on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed upon by all of the Backstop Parties electing to purchase all or any portion of such Remaining Available 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 (f) other than any Defaulting Backstop Party). For the avoidance of doubt, notwithstanding anything to the contrary set forth nothing in this Section 9.2, but subject to Section 10.10, no provision of this Agreement 2.3(b) shall relieve any Defaulting Backstop Party from liability hereunder in connection with such of its obligation to fulfill its Backstop Commitment. (c) In the event that any Remaining Available Shares are available for purchase pursuant to Section 2.3(b) and the Backstop Parties and their respective Related Purchasers (other than any Defaulting Backstop Party) do not elect to purchase all such Available Shares pursuant to the provisions thereof, the Company may, in its sole discretion, elect to utilize the Cover Transaction Period to consummate a Cover Transaction. As used herein, “Cover Transaction” means a circumstance in which the Company, in its sole discretion, arranges for the sale of all or any portion of the Available Shares to any other Person, on terms and conditions substantially similar to the Backstop Commitment and the other terms and conditions applicable to the Backstop Parties in their obligation to purchase the Available Shares pursuant to this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the five (5) Business Day period specified in Section 2.3(b). For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Backstop Party Defaultof its obligations pursuant to this Article II or otherwise to fulfill its Backstop Commitment.

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. (b) If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1. (d) Except as contemplated by Section 2.3(a), nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback Securities. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (f) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default.

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 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 fees earned under Section 3.1. (b) 3.01. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, Replacement to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) . If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1Fee. (db) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesPercentage. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fc) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, 9.02 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default. Such Defaulting Backstop Party will be liable to the non-defaulting Parties for money damages and/or specific performance as set forth in Section 10.09.

Backstop Party Default. (a) Upon the occurrence of a Backstop Party Default: (i) by an Ad Hoc Guaranteed Group Backstop Party, the Initial Ad Hoc Guaranteed Group Backstop Parties (other than any Ad Hoc Guaranteed Group Backstop Party that is a Defaulting Backstop Party) shall have the right, but shall not be obligated toobligated, within five (5) Business Days after receipt of written notice from the Company or the Issuer Issuers (as applicable) to the Initial Ad Hoc Guaranteed Group 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 “Guaranteed Backstop Party Replacement Period”), to make arrangements for one or more of the Initial Ad Hoc Guaranteed Group Backstop Parties (excluding other than any Ad Hoc Guaranteed Group Backstop Party that is a Defaulting Backstop Party) to purchase subscribe for all or any portion of the Available Securities (such purchasesubscription, a “Guaranteed 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 member of the Ad Hoc Guaranteed Group (as among the Ad Hoc Guaranteed Group Backstop Party Parties only) or as may otherwise be agreed upon by the Initial Ad Hoc Guaranteed Group Backstop Parties electing to purchase subscribe for all or any portion of the Available Securities (such Initial Backstop Parties, the “Guaranteed Replacing Backstop Parties”); or (ii) by an Ad Hoc Legacy Group Backstop Party, the Ad Hoc Legacy Group Backstop Parties (other than any Ad Hoc Legacy Group Backstop Party that is a 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 to all Ad Hoc Legacy Group 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 “Legacy Backstop Party Replacement Period”), to make arrangements for one or more of the Ad Hoc Legacy Group Backstop Parties (other than any Ad Hoc Legacy Group Backstop Party that is a Defaulting Backstop Party) to subscribe for all or any portion of the Available Securities (such subscription, a “Legacy 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 member of the Ad Hoc Legacy Group (as among the Ad Hoc Legacy Group Backstop Parties only) or as may otherwise be agreed upon by all of the Ad Hoc Legacy Group Backstop Parties electing to subscribe for all or any portion of the Available Securities (such Backstop Parties, the “Legacy Replacing Backstop Parties”, and together with the Guaranteed Replacing Backstop Parties, if any, collectively, the “Replacing Backstop Parties”). Any such Available Securities purchased subscribed for by a Replacing Backstop Party shall be (1) included in the determination of (x) the Backstop Securities, Securities and the 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 Replacing Backstop Party for purposes of Section 3.1 and (2) excluded from the determination of (x) the Backstop Securities and the Holdback Securities of the applicable Defaulting Backstop Party for all purposes hereunder and (y) the Backstop Commitment Percentage of such Defaulting Backstop Party for purposes of Section 3.1. (b) . If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (iA) the Guaranteed Backstop Party Replacement and/or the Legacy Backstop Party Replacement, as applicable, to be completed within the Guaranteed Backstop Party Replacement Period or the Legacy Backstop Party Replacement Period, as applicable, or (iiB) the consummation of a Cover Transaction within the Cover Transaction Period. (cb) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall (i) not be entitled to any portion of the Backstop Premium Premiums hereunder, (as defined below), it shall ii) promptly notify the Company and the Issuer Issuers (as relevantapplicable) in writing if it receives received any portion of the Backstop Premium, and it shall (iii) transfer its portion of the Backstop Premium Premiums to the extent received from the Company or the Issuer Issuers (as relevantapplicable) (x) if a Guaranteed Backstop Party Replacement and/or a Legacy Backstop Party Replacement or (y) if a Cover Transaction has been consummated, to the applicable Replacing Backstop Parties or Cover Subscribers (as applicable) pro rata based upon the amount of Available Securities subscribed for by each such Replacing Backstop Party or Cover Purchaser Subscriber within one (1) Business Day of receiving written notice by the Company Company, the Issuers or the Issuer any other Backstop Party of the identity consummation of the Person such Guaranteed Backstop Party Replacement and/or Legacy Backstop Party Replacement, as applicable, or Persons to whom of such Backstop Premium should have been allocated in accordance with Section 3.1Cover Transaction. (dc) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase subscribe for more than its Backstop Commitment Percentage of (i) the Unsubscribed Securities, Additional Notes Securities or Holdback Commitment Percentage of (ii) the Holdback Securities. (ed) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Guaranteed Backstop Party Replacement Period or the Legacy Backstop Party Replacement Period, as applicable, the Company or the Issuer Issuers (as applicable) shall have an additional twenty fifteen (2015) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fe) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, 9.1(d)(iii) or Section 9.2 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default.

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. (b) If a Backstop Party Default occurs, the Outside Date shall (including, as applicable, the End Date) may be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium Payment (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop PremiumPayment, and it shall transfer its portion of the Backstop Premium Payment to the extent received from the Company or Company, together with interest thereon at a rate of 12.25% per annum, accrued daily from the Issuer (as relevant) date on which such Backstop Payment is received by such Defaulting Backstop Party, to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium Payment should have been allocated in accordance with Section 3.13.1 or otherwise to the Company if there is not a Replacing Backstop Party or Cover Purchaser on or prior to the required date in respect thereof. (d) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the New Convertible Notes Class C Aggregate Principal Amount, inclusive of such Backstop Party’s GUC New Convertible Notes Class C Distribution Securities subscribed for in respect of such Backstop Party’s BCA Claims. For the avoidance of doubt, as a result, a termination of this Agreement as to an individual Backstop Party shall not cause an increase in the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesSecurities required to be subscribed and purchased by any other Backstop Party. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer may, but shall not be obligated to, consummate a Cover Transaction and shall have an additional twenty (20) Business Days following the expiration thereof of the Backstop Party Replacement Period (such period, the “Cover Transaction Period”) to consummate such Cover Transaction. Each Defaulting Backstop Party hereby irrevocably agrees to sell to a Replacing Backstop Party or a Cover Purchaser, as the case may be, the Allowed Amount of Allowed LATAM General Unsecured Claims as is necessary to pay the New Convertible Notes Class C Purchase Price for the Backstop Party Replacement or Cover Transaction. Such sale of Allowed General Unsecured Claims shall be at a price equal to 80% of the then prevailing market purchase price for such Allowed General Unsecured Claims on the final day of the Backstop Party Replacement Period or Cover Transaction Period, as the case may be, as reasonably determined by the Company in consultation with the Backstop Parties and notified to such Defaulting Backstop Party and Replacing Backstop Party or a Cover Purchaser, as the case may be, in writing. The transfer of such Allowed General Unsecured Claims (and the payment of such purchase price) shall occur on the first Business Day following the final day of the Backstop Party Replacement Period or Cover Transaction Period, and the Defaulting Backstop Party shall enter into such instruments and execute documents as may be necessary or desirable to effectuate such transfer (including making customary representations and warranties in connection with some transfer). (f) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party shall be relieved from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party DefaultDefault on account of the fact that its obligations hereunder were acquired by a third party as provided above.

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 Section 3.1the definition of the “Required Backstop Parties. (b) ” If a Backstop Party Default occurs, the Outside Date (as defined below) shall be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, Replacement to be completed within five (5) Business Days after the completion of the Backstop Party Replacement Period, or (ii) . Schedule 2 shall be revised as necessary without requiring a written instrument signed by the consummation Company and the Required Backstop Parties to reflect conforming changes in the composition of the Backstop Parties and Backstop Commitment Percentages as a Cover Transaction within the Cover Transaction Periodresult of any Backstop Party Replacement in compliance with this Section 2.7. (c) If 2.7.2 Notwithstanding anything in this Agreement to the contrary, if a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) Fee set forth in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium Section 2.3 applicable solely to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing such Defaulting Backstop Party provided, or Cover Purchaser within one (1) Business Day of receiving written notice by the Company to be provided, under or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance connection with Section 3.1this Agreement. (d) Except as contemplated by Section 2.3(a), nothing 2.7.3 Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesNotes. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (f) 2.7.4 For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject to Section 10.102.7 hereof, no provision of this Agreement shall relieve any Defaulting Backstop Party from any liability hereunder in connection with such a Defaulting Backstop Party’s Backstop Party DefaultDefault or other breach or non-performance of its obligations under or in connection with this 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 purposes of Section 3.1.Section‌ (b) 3.01. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (iA) the Backstop Party Replacement, Replacement to be completed within the Backstop Party Replacement Period, Period or (iiB) the consummation of a Cover Transaction within the Cover Transaction Period. (c) . 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 portion of the Backstop Put Option Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1hereunder. (db) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesShares. (ec) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities Shares pursuant to Section 2.3(a2.03(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty ten (2010) Business Days following the expiration thereof of the Backstop Party Replacement Period (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fd) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, 9.02 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default. Such Defaulting Backstop Party will be liable to the non-defaulting Parties for money damages and/or specific performance as set forth in Section 10.09.

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 shall not be obligated tothe obligation, within five for a period of [two (52) Business Days after receipt days] following the delivery of written notice from the Company or 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 Issuer proportion of its Backstop Commitment to the Initial aggregate amount of Backstop Commitments of all Non-Defaulting Backstop Parties of assuming such Defaulting Backstop Party Default Party’s Backstop Commitment (which notice shall be given promptly following the occurrence of such Backstop Party Default) (such five (5) Business Day period, the “Backstop Party Replacement PeriodAdjusted Commitment Percentage”), to make arrangements for one or more such other proportion as agreed by the Non-Defaulting Backstop Parties. For the avoidance of doubt, any assumption 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 ’s Backstop Commitment Percentage 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 such electing Initial Backstop Party or as may otherwise part thereof to be agreed upon by effective), provided that the Initial Backstop Parties electing to purchase all or any portion assumption 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 and Minimum Allocation shall be in proportionate amounts. Any Defaulting Backstop Party for purposes of Section 3.1. (b) If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Equity Premium (as defined below)or Backstop Break Payment, it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Equity Premium or Backstop Premium Break Payment otherwise payable to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1. (d) Except as contemplated by Section 2.3(a), nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback Securities. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (f) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such shall be paid pro rata to any Backstop Parties that assume all or a portion of the Defaulting Backstop Party’s Backstop Party DefaultCommitment, based on the portion of the Defaulting Backstop Party’s Backstop Commitment so assumed. The Parties acknowledge and agree that the expiration of the time periods set forth in this Section 4 shall not be a condition to the consummation of the transactions contemplated by this Agreement.

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) 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. (b) If a Backstop Party Default occurs, the Outside Date shall be delayed only New Common Stock distributable to the extent necessary to allow for (i) the Backstop Party Replacement, to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion including on account of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Commitment Premium, and it shall transfer its portion of the Backstop Premium be either (i) to the extent received from the Company or the Issuer assumed by Non-Defaulting Backstop Parties, re-allocated contractually and turned over as liquidated damages (as relevantincluding any Backstop Commitment Premium) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1. (d) Except as contemplated by Section 2.3(a), nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback Securities. (e) Notwithstanding the foregoing, if the nonthose Non-Defaulting Backstop Parties do not elect that have elected to subscribe for all of their full Adjusted Commitment Percentage or (ii) if not assumed by the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (f) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject to Section 10.10, no provision of this Agreement shall relieve any Non-Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party DefaultParties, forfeited and retained by the Company, as applicable.

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 Section 3.1. the definition of the “Requisite Backstop Parties” and (bii) 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 (i) the Backstop Party Replacement, 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 2.3(a). For the avoidance of doubt, or (ii) the consummation rights of a Cover Transaction within any Replacement Backstop Parties to any such Available New First Lien Notes shall be subject in all respects to the Cover Transaction PeriodOversubscription 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. (ca) If Notwithstanding anything in this Agreement to the contrary, if a Backstop Party or an Initial Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium Premiums applicable solely to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing such Defaulting Backstop Party provided, or Cover Purchaser within one (1) Business Day of receiving written notice by the Company to be provided, under or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance connection with Section 3.1this Agreement. (db) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesNew First Lien Notes. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fc) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.210.6 hereof, but subject to Section 10.1011.10 hereof, no provision of this Agreement shall relieve any Defaulting Backstop Party from any liability hereunder hereunder, or limit the availability of the remedies set forth in Section 11.9 hereof, in connection with such a Defaulting Backstop Party’s Backstop Party DefaultDefault under this Article II or otherwise.

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. (b) ” 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 (i) the Backstop Party Replacement, 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 (ii) the consummation of its agreement to purchase Available Shares as a Cover Transaction within the Cover Transaction PeriodReplacement Backstop Party. (cb) If Notwithstanding anything in this Agreement to the contrary, if a Backstop Party is or becomes a Defaulting Backstop Party, (x) it shall not be entitled to any portion of the Backstop Premium Commitment Premium, Backstop Commitment Termination Premium, or any expense reimbursement applicable solely to such Defaulting Backstop Party (as defined below)including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement, and (y) it and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall promptly notify the Company and the Issuer (as relevant) in writing if it receives not be entitled to any portion indemnification pursuant to Article IX hereof. All distributions of New Common Equity distributable to a Defaulting Backstop Party on account of the Backstop Premium, and it shall transfer its portion Commitment Premium or payments of cash in respect of the Backstop Premium Commitment Termination Premium, as applicable, (i) shall be re-allocated contractually and turned over as liquidated damages to those non-Defaulting Backstop Parties that have elected to subscribe for their full Adjusted Backstop Commitment Percentage, or (ii) if Available Shares are not purchased by the extent received from the Company or the Issuer (as relevant) to the applicable Replacing non-Defaulting Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice Parties, forfeited and retained by the Company Parties, as applicable. Notwithstanding anything to the contrary herein, No Backstop Commitment Premium or the Issuer Backstop Commitment Termination Premium shall be payable to any of the identity Backstop Parties (including, for avoidance of doubt, a Backstop Party who is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Person Available Shares are purchased and actually funded by one or Persons to whom such more Replacement Backstop Premium should have been allocated Parties in accordance with Section 3.12.3. (dc) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Subscription Commitment and its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesCommitment. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fd) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.210.6, but subject to Section 10.1011.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from any liability hereunder hereunder, or limit the availability of the remedies set forth in Section 11.9, in connection with any such Defaulting Backstop Party’s Backstop Party DefaultDefault under this Article II or otherwise.

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. (b) . If a Backstop Party Default occurs, the Closing and the Outside Date shall be delayed only to the extent necessary to allow for (iA) the Backstop Party Replacement, Replacement to be completed within the Backstop Party Replacement Period, Period or (iiB) 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. (cb) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall be in breach of this Commitment Agreement and shall not be entitled to any portion of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1Commitment Fee hereunder. (dc) Except as contemplated by Section 2.3(a), nothing Nothing in this Commitment Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesShares. (ed) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (f) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject Subject to Section 10.10, no provision of this Commitment Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default.

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 3.1. (b) the Backstop Fee. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, Replacement to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) . If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1Fee. (db) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesPercentage. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fc) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, 9.02 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default. Such Defaulting Backstop Party will be liable to the non-defaulting Parties for money damages and/or specific performance as set forth in Section 10.09.

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 for purposes and the denominator of Section 3.1. (b) If a which is the aggregate Backstop Commitment Percentages of all Non-Defaulting Backstop Parties. No Defaulting Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Commitment Premium (as defined below)in the Backstop Commitment Term Sheet referred to in the RSA) and all distributions of New Common Stock distributable to a Defaulting Backstop Party, it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion including on account of the Backstop Commitment Premium, and it shall transfer its portion of the Backstop Premium be either (i) to the extent received from the Company or the Issuer assumed by Non-Defaulting Backstop Parties, re-allocated contractually and turned over as liquidated damages (as relevantincluding any Backstop Commitment Premium) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1. (d) Except as contemplated by Section 2.3(a), nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback Securities. (e) Notwithstanding the foregoing, if the nonthose Non-Defaulting Backstop Parties do not elect that have elected to subscribe for all of their full Adjusted Commitment Percentage or (ii) if not assumed by the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (f) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject to Section 10.10, no provision of this Agreement shall relieve any Non-Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party DefaultParties, forfeited and retained by the Company, as applicable.

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) 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. (b) If a Backstop Party Default occurs, the Outside Date shall be delayed only New Common Stock distributable to the extent necessary to allow for (i) the Backstop Party Replacement, to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion including on account of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Commitment Premium, and it shall transfer its portion of the Backstop Premium be either (i) to the extent received from the Company or the Issuer assumed by Non-Defaulting Backstop Parties, re-allocated contractually and turned over as liquidated damages (as relevantincluding any Backstop Commitment Premium) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1. (d) Except as contemplated by Section 2.3(a), nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback Securities. (e) Notwithstanding the foregoing, if the nonthose Non-Defaulting Backstop Parties do not elect that have elected to subscribe for all of their full Adjusted Commitment Percentage or (ii) if not assumed by the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (f) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject to Section 10.10, no provision of this Agreement shall relieve any Non-Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party DefaultParties, forfeited and retained by the Company, as applicable.

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. (b) If a Backstop Party Default occurs, the Outside Date shall (including, as applicable, the End Date) may be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, Replacement to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1. (d) Except as contemplated by Section 2.3(a), nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback Securities. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (f) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default.or

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. (b) ” 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 (i) the Backstop Party Replacement, 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 (ii) the consummation of its agreement to purchase Available Shares as a Cover Transaction within the Cover Transaction PeriodReplacement Backstop Party. (cb) If Notwithstanding anything in this Agreement to the contrary, if a Backstop Party is or becomes a Defaulting Backstop Party, (x) it shall not be entitled to any portion of the Backstop Premium Commitment Premium, Backstop Commitment Termination Premium, or any expense reimbursement applicable solely to such Defaulting Backstop Party (as defined below)including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement, and (y) it and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall promptly notify the Company and the Issuer (as relevant) in writing if it receives not be entitled to any portion indemnification pursuant to Article IX hereof. All distributions of New Common Equity distributable to a Defaulting Backstop Party on account of the Backstop Premium, and it shall transfer its portion Commitment Premium or payments of cash in respect of the Backstop Premium Commitment Termination Premium, as applicable, (i) shall be re-allocated contractually and turned over as liquidated damages to those non-Defaulting Backstop Parties that have elected to subscribe for their full Adjusted Backstop Commitment Percentage, or (ii) if Available Shares are not purchased by the extent received from the Company or the Issuer (as relevant) to the applicable Replacing non-Defaulting Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice Parties, forfeited and retained by the Company Parties, as applicable. Notwithstanding anything to the contrary herein, No Backstop Commitment Premium or the Issuer Backstop Commitment Termination Premium shall be payable to any of the identity Backstop Parties (including, for avoidance of doubt, a Backstop Party who is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Person Available Shares are purchased and actually funded by one or Persons to whom such more Replacement Backstop Premium should have been allocated Parties in accordance with Section 3.12.3. (dc) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Subscription Commitment and its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesCommitment. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fd) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.210.6, but subject to Section 10.1011.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from any liability hereunder hereunder, or limit the availability of the remedies set forth in Section 11.9, in connection with any such Defaulting Backstop Party’s Backstop Party DefaultDefault under this Article II or otherwise.

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 Section 3.1the definition of the “Requisite Backstop Parties. (b) ” If a Backstop Party Default occurs, the Outside Date (as defined below) shall be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, Replacement to be completed within the Backstop Party Replacement Period, or (ii) . Schedule 2 shall be revised as necessary without requiring a written instrument signed by the consummation Credit Parties and the Requisite Backstop Parties to reflect conforming changes in the composition of the Backstop Parties and Backstop Commitment Percentages as a Cover Transaction within the Cover Transaction Periodresult of any Backstop Party Replacement in compliance with this Section 2.3(a). (cb) If Notwithstanding anything in this Agreement to the contrary, if a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Commitment Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium applicable solely to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing such Defaulting Backstop Party provided, or Cover Purchaser within one (1) Business Day of receiving written notice by the Company to be provided, under or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance connection with Section 3.1this Agreement. (dc) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesNew 1.5 Lien Notes. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fd) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.29.6 hereof, but subject to Section 10.1010.10 hereof, no provision of this Agreement shall relieve any Defaulting Backstop Party from any liability hereunder hereunder, or limit the availability of the remedies set forth in Section 10.9 hereof, in connection with such a Defaulting Backstop Party’s Backstop Party Default, under this Article II or otherwise.

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. (b) 3.01. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (iA) the Backstop Party Replacement, Replacement to be completed within the Backstop Party Replacement Period, Period or (iiB) the consummation of a Cover Transaction within the Cover Transaction Period. (c) . 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 portion of the Backstop Put Option Premium (as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1hereunder. (db) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesShares. (ec) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities Shares pursuant to Section 2.3(a2.03(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty ten (2010) Business Days following the expiration thereof of the Backstop Party Replacement Period (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fd) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, 9.02 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default. Such Defaulting Backstop Party will be liable to the non-defaulting Parties for money damages and/or specific performance as set forth in Section 10.09.

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 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 fees earned under Section 3.1. (b) 3.01. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (i) the Backstop Party Replacement, Replacement to be completed within the Backstop Party Replacement Period, or (ii) the consummation of a Cover Transaction within the Cover Transaction Period. (c) . If a Backstop Party is or becomes a Defaulting Backstop Party, it shall not be entitled to any portion of the Backstop Premium (Fee or Termination Fee, as defined below), it shall promptly notify the Company and the Issuer (as relevant) in writing if it receives any portion of the Backstop Premium, and it shall transfer its portion of the Backstop Premium to the extent received from the Company or the Issuer (as relevant) to the may be applicable Replacing Backstop Party or Cover Purchaser within one (1) Business Day of receiving written notice by the Company or the Issuer of the identity of the Person or Persons to whom such Backstop Premium should have been allocated in accordance with Section 3.1hereunder. (db) Except as contemplated by Section 2.3(a), nothing Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, Additional Notes or Holdback Commitment Percentage of the Holdback SecuritiesPercentage. (e) Notwithstanding the foregoing, if the non-Defaulting Backstop Parties do not elect to subscribe for all of the Available Securities pursuant to Section 2.3(a) prior to the expiration of the Backstop Party Replacement Period, the Company or the Issuer shall have an additional twenty (20) Business Days following the expiration thereof (such period, the “Cover Transaction Period”) to consummate a Cover Transaction. (fc) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.2, 9.02 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder in connection with such Defaulting Backstop Party’s Backstop Party Default. Such Defaulting Backstop Party will be liable to the non-defaulting Parties for money damages and/or specific performance as set forth in Section 10.09.