Common use of Commitment Party Default Clause in Contracts

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties (other than any Defaulting Commitment Party) to purchase all or any portion of the Available Securities (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities (such Commitment Parties, the “Replacement Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be included, among other things, in the determination of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five three (53) Business Days after receipt delivery of written notice from notice, in accordance with Section 10.1, by the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five three (53) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties (other than any Defaulting Commitment Party) to purchase all or any portion of the Available Securities Notes (any such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities Notes, or, if no such agreement is reached, based upon the relative applicable Commitment Percentages of any such Commitment Parties (other than any Defaulting Commitment Party) (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be included; provided, among other things, that in the determination event that there would be any Available Notes at the end of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period, subject to Section 2.3(g), each non-Defaulting Commitment Party shall have the obligation to purchase a portion of such Available Notes on the terms and subject to the conditions set forth in this Agreement based upon the relative applicable Commitment Percentage of such non-Defaulting Commitment Party.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties (other than any the Defaulting Commitment Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts based upon the applicable Backstop Commitment Percentage of any such Commitment Parties or as may otherwise be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities Shares (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be included; provided, among other thingshowever, in that, notwithstanding the determination of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occursforegoing, the Outside Date shall not be delayed only to extended automatically as a result of the extent necessary to allow for existence of a Commitment Party Replacement Period and the Commitment Party Replacement to be completed within Period shall expire on or before the Commitment Party Replacement PeriodOutside Date.

Commitment Party Default. (a) Upon the occurrence of a an Unsecured Commitment Party Default, the Unsecured Commitment Parties that are, or are Affiliated with, an Initial Unsecured Commitment Party (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Unsecured Commitment Parties of such Unsecured Commitment Party Default, which notice shall be given promptly following the occurrence of such Unsecured Commitment Party Default and to all Unsecured Commitment Parties substantially concurrently (such five (5) Business Day period, the “Unsecured Commitment Party Replacement Period”), to make arrangements for one or more of the Unsecured Commitment Parties that is, or is Affiliated with, an Initial Unsecured Commitment Party (other than any Defaulting Commitment Party) to purchase all or any portion of the Unsecured Available Securities Shares (any such purchase, a and any purchase by Secured Commitment Parties pursuant to the last sentence of this paragraph, an “Unsecured Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Unsecured Commitment Parties electing to purchase all or any portion of the Unsecured Available Securities Shares, or, if no such agreement is reached, based upon the relative applicable Unsecured Backstop Commitment Percentages of any such Unsecured Commitment Parties that are, or are Affiliated with, an Initial Unsecured Commitment Party (other than any Defaulting Commitment Party) (such Commitment Parties, and any Secured Commitment Parties that purchase Unsecured Available Shares pursuant to the last sentence of this paragraph, the “Replacement Unsecured Replacing Commitment Parties”); provided, that, notwithstanding the foregoing, the Unsecured Commitment Parties purchasing such Unsecured Available Shares shall be able to elect, in each Unsecured Commitment Party’s sole discretion, that such Unsecured Available Shares be issued as either Common Shares or Preferred Shares (or some combination of each). Any such Available Securities purchased by a Replacement In the event the Unsecured Commitment Party shall be included, among other things, in the determination of (x) the Unsubscribed Securities Parties do not elect to be purchased by such Replacement Commitment Party for purchase all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Unsecured Available Shares pursuant to the foregoing provisions of this paragraph, the Company shall give prompt written notice thereof to each of the Secured Commitment PremiumParties that have the right to purchase Secured Available Shares pursuant to Section 2.3(b), and (z) such Secured Commitment Parties shall have the Backstop Commitment of such Replacement Commitment Party for purposes right, but not the obligation, to purchase all or any portion of the definition remaining Unsecured Available Shares on the same terms and conditions as if they were Secured Available Shares under Section 2.3(b) within five (5) Business Days of Requisite Commitment Parties. If a Commitment Party Default occurs, receiving notice from the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement PeriodCompany.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties that are, or are Affiliated with, members of the Ad Hoc Committee (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties that is, or is Affiliated with, a member of the Ad Hoc Committee (other than any the Defaulting Commitment Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment 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 Commitment Parties that are, or are Affiliated with, members of the Ad Hoc Committee (other than the Defaulting Commitment Party) (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities Shares purchased by a Replacement Replacing Commitment Party (and the commitment and applicable aggregate Per Share Purchase Price associated therewith) shall be included, among other things, in the determination of (x) the Unsubscribed Securities to be purchased by Shares of such Replacement Replacing Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Replacing Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, Section 2.3(c) and Section 3.1 and (z) the Backstop Commitment of such Replacement Replacing Commitment Party for purposes of the definition of “Requisite Commitment Parties”. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.

Commitment Party Default. (a) Upon the occurrence of a HoldCo Noteholders Commitment Party Default, the HoldCo Noteholders Commitment Parties that are, or are Affiliated with, a HoldCo Noteholders Commitment Party (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five three (53) Business Days after receipt of written notice from the Company to all HoldCo Noteholders Commitment Parties of such HoldCo Noteholders Commitment Party Default, which notice shall be given promptly following the occurrence of such HoldCo Noteholders Commitment Party Default and to all HoldCo Noteholders Commitment Parties substantially concurrently (such five three (53) Business Day period, the “HoldCo Noteholders Commitment Party Replacement Period”), to make arrangements for one or more of the HoldCo Noteholders Commitment Parties that is, or is Affiliated with, a HoldCo Noteholders Commitment Party (other than any Defaulting Commitment Party) to purchase all or any portion of the HoldCo Noteholders Available Securities Shares (any such purchase, a and any purchase by HoldCo Equityholders Commitment Parties pursuant to the last sentence of this paragraph, an “HoldCo Noteholders Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the HoldCo Noteholders Commitment Parties electing to purchase all or any portion of the HoldCo Noteholders Available Securities Shares, or, if no such agreement is reached, based upon the relative applicable HoldCo Noteholders Backstop Commitment Percentages of any such HoldCo Noteholders Commitment Parties that are, or are Affiliated with, a HoldCo Noteholders Commitment Party (other than any Defaulting Commitment Party) (such Commitment Parties, and any HoldCo Equityholders Commitment Parties that purchase HoldCo Noteholders Available Shares pursuant to the last sentence of this paragraph, the “Replacement HoldCo Noteholders Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement In the event the HoldCo Noteholders Commitment Party shall be included, among other things, in the determination of Parties (xor their applicable affiliates) the Unsubscribed Securities do not elect to be purchased by such Replacement Commitment Party for purchase all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the HoldCo Noteholders Available Shares pursuant to the foregoing provisions of this paragraph, the Company shall give prompt written notice thereof to each of the HoldCo Equityholders Commitment PremiumParties, and (z) such HoldCo Equityholders Commitment Parties shall have the Backstop Commitment of such Replacement Commitment Party for purposes right, but not the obligation, to purchase all or any portion of the definition remaining HoldCo Noteholders Available Shares on the same terms and conditions as if they were HoldCo Equityholders Available Shares under Section 2.3(b) within three (3) Business Days of Requisite Commitment Parties. If a Commitment Party Default occurs, receiving notice from the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement PeriodCompany.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment 14 Parties (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties (other than any the Defaulting Commitment Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts based upon the applicable Backstop Commitment Percentage of any such Commitment Parties or as may otherwise be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities Shares (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be included; provided, among other thingshowever, in that, notwithstanding the determination of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occursforegoing, the Outside Date shall not be delayed only to extended automatically as a result of the extent necessary to allow for existence of a Commitment Party Replacement Period and the Commitment Party Replacement to be completed within Period shall expire on or before the Commitment Party Replacement PeriodOutside Date.

Commitment Party Default. (a) Upon With respect to the occurrence of a Commitment Party DefaultRights Offering, during the Commitment Parties (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days Day period after receipt of written notice from the Company to all Commitment Parties of such a Commitment Party Default, which notice shall be given promptly to all Commitment Parties and all other Consenting Stakeholders substantially concurrently following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the each Commitment Parties Party (other than any Defaulting Commitment Party) and any other Consenting Stakeholder that may so elect, shall have the right, but not the obligation, to make arrangements to purchase all or any portion of the Available Securities (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment Parties and other Consenting Stakeholders, electing to purchase all or any portion of the Available Securities (in the case of such Commitment Parties, the “Replacement Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be includedincluded as applicable, among other things, in the determination of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, hereunder and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of the “Requisite Commitment Parties. .” If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.

Commitment Party Default. (a) Upon the occurrence of a Any Commitment Party Defaultthat, on a several and not joint basis, breaches its obligations hereunder in any material respect, including if it fails to timely fund its Commitment s by the Commitment Parties Funding Deadline or fully exercise all Subscription Rights held by it in the Rights Offering after written notice thereof and a two (other than any 2) Business Day opportunity to cure (a “ Defaulting Commitment Party”) will be liable for the consequences of its breach and the Debtors may enforce rights of money damages and/or specific performance upon the failure to timely fund by the Defaulting Commitment Party; for the avoidance of doubt, no Commitment Party shall be liable for any default of any other Commitment Party pursuant to this Agreement. In addition, each Commitment Party or Backstop Party, as applicable, that is not a Defaulting Commitment Party (each, a “ Non- Defaulting Commitment Party”) shall have the right, but not the obligation, within five to assume its Adjus xxx Commitment Percentage (5or such other proportion as agreed by the Non-Defaulting Commitment Parties) Business Days after receipt of written notice from the Company to all Commitment Parties of such Defaulting Commitment Party DefaultParty’s Direct Subscription Commitment Percentage or Backstop Commitment Percentage, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day periodas applicable. For this purpose, the “Adjusted Commitment Party Replacement Period”)Percentage” means, with respect to make arrangements for one or more of the Commitment Parties (other than any Non-Defaulting Commitment Party, (i) in the case of a default relating to purchase all or any portion a Subscription Commitment (A) a fraction, expressed as a percentage, the numerator of which is the Available Securities (Direct Subscription Commitment Percentage of such purchase, a “Non-Defaulting Commitment Party Replacement”) on and the terms and subject to denominator of which is the conditions set forth in this Agreement (and subject to, if necessary, an allocation aggregate Direct Subscription Commitment Percentage of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite all Non-Defaulting Commitment Parties in order to maintain Xxxxx Act Compliance or (B) such other percentage as otherwise agreed between such Non -Defaulting Commitment Party and in such amounts as may be agreed upon by all of the remaining Non-Defaulting Commitment Parties electing and (ii) in the case of a default relating to purchase all or any portion of the Available Securities a Backstop Commitment Percentage, (such Commitment PartiesA) a fraction, expressed as a percentage, the “Replacement Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be included, among other things, in the determination numerator of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) which is the Backstop Commitment Percentage of such Replacement Non-Defaulting Commitment Party for and the denominator of which is the aggregate Backstop Commitment Percentage of all purposes hereunderNon-Defaulting Commitment Parties or (B) such other percentage as otherwise agreed between such Non-Defaulting Commitment Party and the remaining Non-Defaulting Commitment Parties. No Defaulting Commitment Party shall be entitled to any portion of the Backstop Commitment Premium and all distributions of New Equity Interests distributable to a Defaulting Commitment Party, including the allocations on account of the Backstop Commitment Premium, and shall either (zi) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary assumed by Non-Defaulting Commitment Parties, be re-allocated contractually and turned over as liquidated damages (including any Backstop Commitment Premium) to allow such Non-Defaulting Commitment Parties that have elected to subscribe for their Adjusted Commitment Percentage, or (ii) if not assumed by the Non-Defaulting Commitment Party Replacement to Parties, be completed within forfeited and retained by the Commitment Party Replacement PeriodDebtors, as applicable.

Commitment Party Default. (a) Upon Within five (5) Business Days after receipt of written notice from the occurrence Debtors to all Commitment Parties of a Commitment Party Default, which notice shall be given promptly to all Commitment Parties substantially concurrently following the occurrence of such Commitment Party Default (such five (5) Business Day period, which may be extended with the consent of the Required Commitment Parties and the Debtors, the “Commitment Party Replacement Period”), the Commitment Parties and their respective Related Funds (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties (other than any Defaulting Commitment Party) to purchase all or any portion of the Available Securities Notes and/or Available Shares (such purchase, a an “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts Original Principal Amounts as may be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities Notes and/or Available Shares, or, if no such agreement is reached, based upon the applicable Backstop Commitment Percentage of any such Commitment Parties and their respective Related Purchasers (other than any Defaulting Commitment Party) (such Commitment Parties, the “Replacement Commitment Parties”)). Any such Available Securities Notes and/or Available Shares purchased by a Replacement Commitment Party shall be included, among other things, in the determination of (xi) the Unsubscribed Securities Notes and Unsubscribed Shares to be purchased by such Replacement Commitment Party for all purposes hereunder, (yii) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, hereunder and (ziii) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite the “Required Commitment Parties. .” If a Commitment Party Default occurs, (x) the Outside Date shall be delayed only and (y) each Commitment Party shall support an extension of the milestones under the RSA and DIP Credit Agreement (as defined in the Final DIP Order), in each case solely to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the each Commitment Parties Party (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties (other than any Defaulting Commitment Party) to purchase all or any portion of the Available Securities (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities Securities, or, if no such agreement is reached, based upon the relative applicable Initial BCA Percentages of any such Commitment Parties (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement Replacing Commitment Party (and any commitment and applicable aggregate purchase price associated therewith) shall be included, among other things, in the determination of (w) Minimum Allocation Rights of such Replacing Commitment Party for all purposes hereunder, (x) the Unsubscribed Securities to be purchased by of such Replacement Replacing Commitment Party for all purposes hereunder, (y) the Backstop Commitment Initial BCA Percentage of such Replacement Replacing Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, Section 3.1(a) and (z) the Backstop Commitment of such Replacement Replacing Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties and their respective Related Funds (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties (other than any Defaulting Commitment Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities Shares, or, if no such agreement is reached within the Commitment Party Replacement Period, the division of the purchased Available Shares among such electing Commitment Parties shall be based upon the relative applicable Backstop Commitment Percentages of any such electing Commitment Parties (other than any Defaulting Commitment Party) (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities Shares purchased by a Replacement Replacing Commitment Party shall be included, among other things, in the determination of (x) the Unsubscribed Securities Shares to be purchased by such Replacement Replacing Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Replacing Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, hereunder and (z) the Backstop Commitment of such Replacement Replacing Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.

Commitment Party Default. (a) Upon the occurrence of a an Unsecured Commitment Party Default, the Unsecured Commitment Parties that are, or are Affiliated with, an Initial Unsecured Commitment Party (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five three (53) Business Days after receipt of written notice from the Company to all Unsecured Commitment Parties of such Unsecured Commitment Party Default, which notice shall be given promptly following the occurrence of such Unsecured Commitment Party Default and to all Unsecured Commitment Parties substantially concurrently (such five three (53) Business Day period, the “Unsecured Commitment Party Replacement Period”), to make arrangements for one or more of the Unsecured Commitment Parties that is, or is Affiliated with, an Initial Unsecured Commitment Party (other than any Defaulting Commitment Party) to purchase all or any portion of the Unsecured Available Securities Shares (any such purchase, a and any purchase by Secured Commitment Parties pursuant to the last sentence of this paragraph, an “Unsecured Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Unsecured Commitment Parties electing to purchase all or any portion of the Unsecured Available Securities Shares, or, if no such agreement is reached, based upon the relative applicable Unsecured Backstop Commitment Percentages of any such Unsecured Commitment Parties that are, or are Affiliated with, an Initial Unsecured Commitment Party (other than any Defaulting Commitment Party) (such Commitment Parties, and any Secured Commitment Parties that purchase Unsecured Available Shares pursuant to the last sentence of this paragraph, the “Replacement Unsecured Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement In the event the Unsecured Commitment Party shall be included, among other things, in the determination of (x) the Unsubscribed Securities Parties do not elect to be purchased by such Replacement Commitment Party for purchase all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Unsecured Available Shares pursuant to the foregoing provisions of this paragraph, the Company shall give prompt written notice thereof to each of the Secured Commitment PremiumParties that have the right to purchase Secured Available Shares pursuant to Section 2.3(b), and (z) such Secured Commitment Parties shall have the Backstop Commitment of such Replacement Commitment Party for purposes right, but not the obligation, to purchase all or any portion of the definition remaining Unsecured Available Shares on the same terms and conditions as if they were Secured Available Shares under Section 2.3(b) within three (3) Business Days of Requisite Commitment Parties. If a Commitment Party Default occurs, receiving notice from the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement PeriodCompany.

Commitment Party Default. (a) Upon the occurrence of a Any Commitment Party Default, the that fails to timely fund its Backstop Commitment Parties (other than any a “Defaulting Commitment Party”) 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 Commitment Party (but for the avoidance of doubt, no Commitment Party shall be liable for any default of any other Commitment Party pursuant to this Agreement); provided that (i) in the event that the Defaulting Commitment Party is a Secured Commitment Party, each non-defaulting Secured Commitment Party shall have the right, but not the obligation, within five for a period of two (52) Business Days after receipt days following the delivery of written notice from the Company Default Notice, to elect to assume up to its pro rata share of such Defaulting Commitment Party’s Backstop Commitment based on the proportion of its Secured Backstop Commitment to the aggregate amount of Secured Backstop Commitments of all non-defaulting Secured Commitment Parties assuming such Defaulting Commitment Party’s Secured Backstop Commitment and (ii) in the event that the Defaulting Commitment Party is an Unsecured Commitment Party, each non-defaulting Unsecured Commitment Party shall have the right, but not the obligation, for a period of two (2) days following the delivery of the Default Notice, to elect to assume up to its pro rata share of such Defaulting Commitment Party’s Backstop Commitment based on the proportion of its Unsecured Backstop Commitment to the aggregate amount of Unsecured Backstop Commitments of all non-defaulting Unsecured Commitment Parties assuming such Defaulting Commitment Party’s Unsecured Backstop Commitment. If any non-defaulting Secured Commitment Party Defaultor Unsecured Commitment Party, which notice as applicable, does not elect to assume its full pro rata share of the Secured Backstop Commitment or Unsecured Backstop Commitments, as applicable, of the Defaulting Commitment Party, then each non-defaulting Secured Commitment Party or Unsecured Commitment Party, as applicable, that assumed its full pro rata share of the Defaulting Commitment Party’s Secured Backstop Commitment or Unsecured Backstop Commitment, as applicable, shall be given promptly have a right, but not an obligation, for a period of two (2) days following the occurrence expiration of such Commitment Party Default the period set forth in clauses (i) and to all Commitment Parties substantially concurrently (such five ii) above (5) Business Day period, the “Commitment Party Replacement Default Over-subscription Period”), to make arrangements for one or more assume up to its pro rata share of the Commitment Parties (other than any unsubscribed portion of the Defaulting Commitment Party’s Secured Backstop Commitments or Unsecured Backstop Commitments, as applicable, based on the proportion of its Secured Backstop Commitments or Unsecured Backstop Commitments, as applicable, to the aggregate amount of Secured Backstop Commitments or Unsecured Backstop Commitments, as applicable, of all non-defaulting Secured Commitment Parties or Unsecured Commitment Parties, as applicable, assuming such unsubscribed portion pursuant to this sentence. In the event that following the elections described above, the non-defaulting Secured Commitment Parties or Unsecured Commitment Parties, as applicable, do not assume all of the Backstop Commitment of the Defaulting Commitment Party, any other non-defaulting Commitment Party shall have the right, but not the obligation, for a period of two (2) days following the expiration of the Default Over-subscription Period (the “Secondary Default Period”), to purchase assume up to its pro rata share of such Defaulting Commitment Party’s Backstop Commitment, based on the proportion of its Backstop Commitment to the aggregate amount of Backstop Commitments of all non-defaulting Commitment Parties assuming such Defaulting Commitment Party’s Backstop Commitment that are offered an opportunity to assume such defaulting Commitment Party’s Backstop Commitment pursuant to this sentence (each, a “Secondary Default Offeree”). If any Secondary Default Offeree does not elect to assume its full pro rata share of the Backstop Commitment of the Defaulting Commitment Party, then each Secondary Default Offeree that elected to assume its full pro rata share of the Defaulting Commitment Party’s Backstop Commitment shall have a right, but not an obligation, for a period of one (1) day following the expiration of the Secondary Default Period, to assume up to its pro rata share of the remaining unsubscribed portion of the Defaulting Commitment Party’s Backstop Commitment based on the proportion of its Backstop Commitments to the aggregate amount of Backstop Commitments of all Secondary Default Offerees assuming such remaining unsubscribed portion pursuant to this sentence. For the avoidance of doubt, any assumption of the Defaulting Commitment Party’s Backstop Commitment pursuant to this Section 4 may be in whole or in part (and need not be in whole for the assumption of any part thereof to be effective). Any Defaulting Commitment Party shall not be entitled to any portion of the Available Securities (such purchase, a “Backstop Commitment Party Replacement”) on Premium and the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities (such Backstop Commitment Parties, the “Replacement Commitment Parties”)). Any such Available Securities purchased by a Replacement Premium otherwise payable to any Defaulting Commitment Party shall be includedpaid pro rata to any Commitment Parties that assume all or a portion of the Defaulting Commitment Party’s Backstop Commitment, among other things, in based on the determination portion of (x) the Unsubscribed Securities to be purchased by such Replacement Defaulting Commitment Party for all purposes hereunder, (y) the Party’s Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Commitment Partiesso assumed. If a Commitment Party Default default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement foregoing notices and assumptions to be completed within the Commitment Party Replacement Periodtime periods set forth herein. 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.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five three (53) Business Days after receipt delivery of written notice from notice, in accordance with Section 10.1, by the Company to all Commitment Parties of such Commitment Party Default and the number of Available Shares pursuant to any such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five three (53) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties (other than any Defaulting Commitment Party) to purchase all or any portion of the Available Securities Shares (any such purchase, a “Commitment Party Replacement”) at the Per Share Purchase Price and otherwise on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment 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 Commitment Percentages of any such Commitment Parties (other than any Defaulting Commitment Party) (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be included; provided, among other things, that in the determination event that there would be any Available Shares at the end of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period, subject to Section 2.3(g), each non-Defaulting Commitment Party shall have the obligation to purchase, within one (1) Business Day following the expiration of the Commitment Party Replacement Period, a portion of such Available Shares on the terms and subject to the conditions set forth in this Agreement based upon the relative applicable Commitment Percentage of such non-Defaulting Commitment Party and each such non-Defaulting Commitment Party that purchases its required portion of such Available Shares shall be deemed a Replacing Commitment Party.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties (other than any Defaulting Commitment Party) shall have the right, but shall not the obligationbe obligated to, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, Default (which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently Default) (such five (5) Business Day period, the “Commitment Party Replacement Period”), ) to make arrangements for one or more of the Commitment Parties (other than any the Defaulting Commitment Party) to purchase for the Purchase Price all or any portion of the Available Securities (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by in consultation with the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance the eligibility of the Company to own and operate vessels, including the U.S. Vessels, in the coastwise trade of the United States) and in such amounts based upon the applicable Subscription Commitment Percentage of any such Commitment Parties or as may otherwise be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement Replacing Commitment Party shall be included, among other things, included in the determination of (x) the Unsubscribed Rights Offering Securities to be purchased by of the Subscription Commitment and Subscription Commitment Percentage of such Replacement Replacing Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (A) the Commitment Party Replacement to be completed within the Commitment Party Replacement Period or (B) the consummation of a Cover Transaction within the Cover Transaction Period. Notwithstanding anything to the contrary contained herein, if the Commitment Party Replacement has not been consummated upon expiration of the Commitment 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 Commitment Party or by the Requisite Commitment Parties by written notice to the Company.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties and their respective Related Funds (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties (other than any Defaulting Commitment Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities Shares, or, if no such agreement is reached within the Commitment Party Replacement Period, the division of the purchased Available Shares among such electing Commitment Parties shall be based upon the relative applicable Equity Commitment Percentages of any such electing Commitment Parties (other than any Defaulting Commitment Party) (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities Shares purchased by a Replacement Replacing Commitment Party shall be included, among other things, in the determination of (x) the Unsubscribed Securities Equity Commitment Shares to be purchased by such Replacement Replacing Commitment Party for all purposes hereunder, (y) the Backstop Final Equity Commitment, the Equity Commitment Percentage and, if applicable, the Initial Equity Commitment and Initial Equity Commitment Percentage of such Replacement Replacing Commitment Party for all purposes hereunderhereunder (including allocation of Commitment Premium pursuant to Section 3.1, including the allocations of the Commitment Premium, if applicable) and (z) the Backstop Equity Commitment of such Replacement Replacing Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties that are, or are Affiliated with, members of the Ad Hoc Committee (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties that is, or is Affiliated with, a member of the Ad Hoc Committee (other than any the Defaulting Commitment Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment 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 Commitment Parties that are, or are Affiliated with, members of the Ad Hoc Committee (other than the Defaulting Commitment Party) (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities Shares purchased by a Replacement Replacing Commitment Party (and the commitment and applicable aggregate Per Share Purchase Price associated therewith) shall be included, among other things, in the determination of (x) the Unsubscribed Securities to be purchased by Shares of such Replacement Replacing Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Replacing Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, ‎Section 2.3(c) and ‎Section 3.1 and (z) the Backstop Commitment of such Replacement Replacing Commitment Party for purposes of the definition of “Requisite Commitment Parties”. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.

Commitment Party Default. (a) Upon With respect to the 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 Credit Parties becoming aware of the occurrence of a Commitment such Backstop Party DefaultDefault (such two (2) Business Day period, the Commitment “Backstop Party Replacement Period”), the Backstop Parties (other than any Defaulting Commitment Backstop Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Backstop Parties (other than any Defaulting Commitment Backstop Party) to purchase all or any portion of the Available Securities New Money First Lien Issuer Notes (such purchase, a “Commitment Backstop Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment non-defaulting Backstop Parties electing to purchase all or any portion of the Available Securities New Money First Lien Issuer Notes (such Commitment Backstop Parties, the “Replacement Commitment Backstop Parties”)). Any such Available Securities New Money First Lien Issuer Notes purchased by a Replacement Commitment Backstop Party (i) shall be included, among other things, in the determination of (x) the Unsubscribed Securities New Money First Lien Issuer Notes to be purchased by such Replacement Commitment Backstop Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Backstop Party for all purposes hereunder, including the allocations of the Commitment Premium, hereunder and (z) the Backstop Commitment of such Replacement Commitment Backstop Party for purposes of the definition of the “Requisite Backstop Parties” and (ii) shall not be included in the determination of (x) the New Money First Lien Issuer Notes (other than Unsubscribed New Money First Lien Issuer Notes) to be purchased by such Replacement Backstop Party for all purposes hereunder, (y) the Private Placement Commitment Percentage of such Replacement Backstop Party for all purposes hereunder and (z) the Private Placement Commitment of such Replacement Backstop Party for purposes of the definition of the “Requisite Private Placement Parties. .” If a Commitment Backstop Party Default occurs, the Outside Date (as defined below) shall be delayed only to the extent necessary to allow for the Commitment Backstop Party Replacement to be completed within the Commitment Backstop Party Replacement Period. Schedule 2 shall be revised as necessary without requiring a written instrument signed by the Credit Parties and the Requisite Commitment 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).

Commitment Party Default. (a) Upon With respect to the occurrence of a Commitment Party DefaultRights Offering, during the Commitment Parties (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days Day period after receipt of written notice from the Company to all Commitment Parties of such a Commitment Party Default, which notice shall be given promptly to all Commitment Parties and all other Consenting Stakeholders substantially concurrently following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the each Commitment Parties Party (other than any Defaulting Commitment Party) and any other Consenting Stakeholder that may so elect, shall have the right, but not the obligation, to make arrangements to purchase all or any portion of the resulting Available Securities (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the non-defaulting Commitment Parties and any Consenting Stakeholders electing to purchase all or any portion of the Available Securities (in the case of such Commitment Parties, the “Replacement Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be includedincluded as applicable, among other things, in the determination of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, hereunder and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of the “Requisite Commitment Parties. .” If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Commitment Parties that are, or are Affiliated with, members of the Ad Hoc Committee (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company MPM to all Commitment Parties of such Commitment Party Default, which notice shall be given promptly following the occurrence of such Commitment Party Default and to all Commitment Parties substantially concurrently (such five (5) Business Day period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Commitment Parties that is, or is Affiliated with, a member of the Ad Hoc Committee (other than any the Defaulting Commitment Party) to purchase all or any portion of the Available Securities Shares (such purchase, a “Commitment Party Replacement”) on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the Commitment 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 Commitment Parties that are, or are Affiliated with, members of the Ad Hoc Committee (other than the Defaulting Commitment Party) (such Commitment Parties, the “Replacement Replacing Commitment Parties”)). Any such Available Securities Shares purchased by a Replacement Replacing Commitment Party shall be included, among other things, in the determination of (x) the Unsubscribed Securities to be purchased by Shares of such Replacement Replacing Commitment Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations of the Commitment Premium, Section 3.1 and (z) the Backstop Commitment of such Replacement Commitment Party party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period.