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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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”); provided, that in the event that there would be any Available Notes at the end of the Commitment Party Replacement Period, subject to Section 2.3(g). Any , each non-Defaulting Commitment Party shall have the obligation to purchase a portion of such Available Securities 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. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) Any Available Notes purchased by a Replacement Replacing Commitment Party (and any Commitment and applicable aggregate Commitment Payment Amount associated therewith) shall be included, among other things, in the determination of (x) the Unsubscribed Securities to be purchased by Commitment of such Replacement Replacing Commitment Party for all purposes hereunderhereunder (including the definition of “Requisite Commitment Parties”), and (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 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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretionSection 2.3(g), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.3.1

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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2. (ec) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.69.4, but subject to Section 10.1010.8, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such a Defaulting Commitment Party’s Commitment Party Default, under this Article II or otherwise.

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 Period shall expire on or before the Outside Date. (b) In the event that any Commitment Parties do not elect to be completed within purchase all Available Shares available for purchase pursuant to Section 2.3(a), 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 Commitment Parties in their obligation to purchase Unsubscribed 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 Commitment Party Replacement Period. (b) Subject to ; provided, however, that, notwithstanding the Company’s prior written consent (which consent may be granted in its sole discretion)foregoing, the amount Outside Date shall not be extended automatically as a result of the Commitment Premium payable by existence of a Cover Transaction Period and the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III Cover Transaction Period shall be multiplied by 150%expire on or before the Outside Date. For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled of its obligation to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than fulfill its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Commitment. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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 Shares (any such purchase, 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 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 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 “HoldCo Noteholders Replacing Commitment Parties”). In the event the HoldCo Noteholders Commitment Parties (or their applicable affiliates) do not elect to purchase all 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 Parties, and such HoldCo Equityholders Commitment Parties shall have the right, but not the obligation, to purchase all or any portion of the 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 receiving notice from the Company. (b) Upon the occurrence of a HoldCo Equityholders Commitment Party Default, the HoldCo Equityholders Commitment Parties that are, or are Affiliated with, a HoldCo Equityholders Commitment Party (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within three (3) Business Days after receipt of written notice from the Company to all HoldCo Equityholders Commitment Parties of such HoldCo Equityholders Commitment Party Default, which notice shall be given promptly following the occurrence of such HoldCo Equityholders Commitment Party Default and to all HoldCo Equityholders Commitment Parties concurrently (such three (3) Business Day period, the “HoldCo Equityholders Commitment Party Replacement Period” and, together with the HoldCo Noteholders Commitment Party Replacement Period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the HoldCo Equityholders Commitment Parties that is, or is Affiliated with, a HoldCo Equityholders Commitment Party (other than any Defaulting Commitment Party) to purchase all or any portion of the HoldCo Equityholders Available Securities Shares (any such purchase, and any purchase by HoldCo Noteholders Commitment Parties pursuant to the last sentence of this paragraph, a “HoldCo Equityholders Commitment Party Replacement” and, together with the HoldCo Noteholders Commitment Party Replacement and any purchase of Available Shares pursuant to Section 2.3(c), the “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 Equityholders Commitment Parties electing to purchase all or any portion of the HoldCo Equityholders Available Securities Shares, or, if no such agreement is reached, based upon the relative applicable HoldCo Equityholders Backstop Commitment Percentages of any such HoldCo Equityholders Commitment Parties that are, or are Affiliated with, a HoldCo Equityholders Commitment Party (other than the Defaulting Commitment Party) (such Commitment Parties, and any HoldCo Noteholders Commitment Parties that purchase HoldCo Equityholders Available Shares pursuant to the last sentence of this paragraph, the “Replacement HoldCo Equityholders Replacing Commitment Parties” and, together with the HoldCo Noteholders Replacing Commitment Parties and any Commitment Party that purchases Available Shares pursuant to Section 2.3(c), the “Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement In the event the HoldCo Equityholders 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 Equityholders Available Shares pursuant to the foregoing provisions of this paragraph, the Company shall give prompt written notice thereof to each of the HoldCo Noteholders Commitment PremiumParties, and (z) such HoldCo Noteholders 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 Equityholders Available Shares on the same terms and conditions as if they were HoldCo Noteholders Available Shares under Section 2.3(a) 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. (bc) Subject [Reserved]. (d) In the event that any Commitment Parties do not elect to purchase all Available Shares available for purchase pursuant to Section 2.3(a) and Section 2.3(b), the Company’s prior written consent (which consent may be granted 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 arranges for the sale of all or any portion of the Available Shares to any other Person, on the terms and subject to the conditions set forth in this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the three (3) Business Day period specified in the last sentence of Section 2.3(a) and Section 2.3(b), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%as applicable. For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled of its obligation to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than fulfill its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Commitment. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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 hereunder, including Non-Defaulting Commitment Parties or (B) such other percentage as otherwise agreed between such Non-Defaulting Commitment Party and the allocations remaining Non-Defaulting Commitment Parties. No Defaulting Commitment Party shall be entitled to any portion 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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement all distributions of New Equity Interests distributable to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any including on account of the Backstop Commitment Premium, Termination Feeshall either (i) to the extent assumed by Non-Defaulting Commitment Parties, expense reimbursement applicable solely be re-allocated contractually and turned over as liquidated damages (including any Backstop Commitment Premium) to such Non-Defaulting Commitment Party (including the Expense Reimbursement) providedParties that have elected to subscribe for their Adjusted Commitment Percentage, or to be provided, under or in connection with this Agreement. (dii) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of if not assumed by the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Non-Defaulting Commitment Party from any liability hereunderParties, or limit be forfeited and retained by the availability of the remedies set forth in Section 10.9Debtors, in connection with any such Defaulting Commitment Party’s Commitment Party Defaultas applicable.

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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if If a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Premium or Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this AgreementFee hereunder. (dc) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Shares. (ed) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, 9.4 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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. (b) Subject [Reserved]. (c) [Reserved]. (d) In the event that any Commitment Parties do not purchase all Available Shares available for purchase pursuant to Section 2.3(a), the Company’s prior written consent (which consent may be granted Company may, in its sole discretion), elect to utilize the amount Cover Transaction Period to consummate a Cover Transaction. As used herein, “Cover Transaction” means a circumstance in which the Company arranges for the sale of all or any portion of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect Available Shares to any Available Securities purchased by such Replacement Commitment Party other Person at the Per Share Purchase Price and otherwise on the terms and subject to the conditions set forth in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the three (3) Business Day period specified in the last sentence of Section 2.3(a). For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting of its obligation to fulfill its Commitment Party, it shall not be entitled or from liability for failing to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreementfulfill its Commitment. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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 Period. (b) Subject to time periods set forth herein. The Parties acknowledge and agree that the Company’s prior written consent (which consent may be granted in its sole discretion), the amount expiration of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything time periods set forth in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it Section 4 shall not be entitled a condition to any the consummation of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with transactions contemplated by this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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”); provided, however, that, notwithstanding the foregoing, the Outside Date shall not be extended automatically as a result of the existence of a Commitment Party Replacement Period and the Commitment Party Replacement Period shall expire on or before the Outside Date. (b) In the event that any Commitment Parties do not elect to purchase all Available Shares available for purchase pursuant to Section 2.3(a), 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 Commitment Parties in their obligation to purchase Unsubscribed 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 Commitment Party Replacement Period; provided, however, that, notwithstanding the foregoing, the Outside Date shall not be extended automatically as a result of the existence of a Cover Transaction Period and the Cover Transaction Period shall expire on or before the Outside Date. For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Commitment Party of its obligation to fulfill its Backstop Commitment. (c) Any such Available Securities Shares purchased by a Replacement Replacing Commitment Party (and any 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, and (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 Replacing Commitment Party for purposes of the definition of Requisite Commitment Parties. If a Commitment Party Default occursSection 2.3(d), 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 PeriodSection 2.4(b), and Section 3.1. (bd) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if If a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to, and shall be deemed to have irrevocably forfeited its rights to (i) purchase or otherwise receive any of the Unsubscribed Shares and (ii) receive, any of the Put Option Equity Premium hereunder, and the Replacing Commitment Premium, Termination Fee, expense reimbursement applicable solely Parties shall instead be entitled to such Put Option Equity Premium ratably in proportion to their respective Commitment Party Replacement. (e) If a Commitment Party becomes a Defaulting Commitment Party (including after the Expense Reimbursement) provided, or to be provided, under or in connection with date of this Agreement, it shall be obligated to repay its ratable portion of the Put Option Cash Premium to the Replacing Commitment Parties ratably in proportion to their respective Commitment Party Replacement. (df) No Commitment Party shall have any liability for the Backstop Commitment of any other Commitment Party or for the failure of any other Commitment Party to exercise its Subscription Rights. Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Shares. (eg) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, 9.2 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6contained herein, but subject 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 Section 10.10the expiration of the Cover Transaction Period, no provision of this Agreement shall relieve any Defaulting may be terminated by either the Company by written notice to each Commitment Party from any liability hereunder, or limit by the availability of Requisite Commitment Parties by written notice to the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party DefaultCompany.

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 Shares (any such purchase, 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 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 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 “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). In the event the Unsecured Commitment Parties do not elect to purchase all 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 Parties that have the right to purchase Secured Available Shares pursuant to Section 2.3(b), and such Secured Commitment Parties shall have the right, but not the obligation, to purchase all or any portion of the 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 receiving notice from the Company. (b) Upon the occurrence of a Secured Commitment Party Default, the Secured Commitment Parties that are, or are Affiliated with, an Initial Secured 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 Secured Commitment Parties of such Secured Commitment Party Default, which notice shall be given promptly following the occurrence of such Secured Commitment Party Default and to all Secured Commitment Parties concurrently (such five (5) Business Day period, the “Secured Commitment Party Replacement Period” and, together with the Unsecured Commitment Party Replacement Period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Secured Commitment Parties that is, or is Affiliated with, an Initial Secured Commitment Party (other than any Defaulting Commitment Party) to purchase all or any portion of the Secured Available Securities Shares (any such purchase, and any purchase by Unsecured Commitment Parties pursuant to the last sentence of this paragraph, a “Secured Commitment Party Replacement” and, together with the Unsecured Commitment Party Replacement and any purchase of Available Shares pursuant to Section 2.3(a), the “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 Secured Commitment Parties electing to purchase all or any portion of the Secured Available Securities Shares, or, if no such agreement is reached, based upon the relative applicable Secured Backstop Commitment Percentages of any such Secured Commitment Parties that are, or are Affiliated with, an Initial Secured Commitment Party (other than the Defaulting Commitment Party) (such Commitment Parties, and any Unsecured Commitment Parties that purchase Secured Available Shares pursuant to the last sentence of this paragraph, the “Replacement Secured Replacing Commitment Parties” and, together with the Unsecured Replacing Commitment Parties and any Commitment Party that purchases Available Shares pursuant to Section 2.3(a), the “Replacing Commitment Parties”); provided, that, notwithstanding the foregoing, the Secured Commitment Parties purchasing such Secured Available Shares shall be able to elect, in each Secured Commitment Party’s sole discretion, that such Secured 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 Secured 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 Commitment PremiumSecured Available Shares pursuant to the foregoing provisions of this paragraph, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes Company shall give prompt written notice thereof to each of the definition of Requisite Unsecured Commitment Parties. If a Commitment Party Default occurs, Parties that have 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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party right to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party Unsecured Available Shares pursuant to Section 2.2. (e) For 2.3(a), and such Unsecured Commitment Parties shall have the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6right, but subject not the obligation, to Section 10.10, no provision of this Agreement shall relieve purchase all or any Defaulting Commitment Party from any liability hereunder, or limit the availability portion of the remedies set forth in remaining Secured Available Shares on the same terms and conditions as if they were Unsecured Available Shares under Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default2.3(a) within five (5) Business Days of receiving notice from the Company.

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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if If a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this AgreementPremium hereunder. (dc) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Shares. (ed) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, 9.4 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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 Within five (5) Business Days after receipt of written notice from the Company to all Commitment Parties of such a Commitment Party Default, which notice shall be given to all Commitment Parties promptly following the Company becoming aware of 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”), the Commitment Parties (other than any Defaulting Commitment Party) and their respective Related Funds shall have the right, but not the obligation, to make arrangements for one or more of the Commitment Parties (other than any Defaulting Commitment Party) (such Commitment Parties, the “Replacement Commitment Parties”) to purchase all or any portion of the Available Securities Commitment (such purchase, a “Commitment Party Replacement”) in such amounts, and allocated among the Replacement Commitment Parties, as may be agreed by all of the Replacement Commitment Parties, as follows (and otherwise on the terms and subject to the conditions set forth in this Agreement Agreement): (and subject toi) With respect to Available Exchange Commitment: by (A) reducing the Commitment Amount (and, if necessarydollar for dollar, an allocation the Exchange Amount) of the Available Securities between Rights Offering Shares Defaulting Commitment Party and Rights Offering Warrants as reasonably determined by (B) (1) increasing the Company and agreed to by Commitment Amount of the Requisite Replacement Commitment Parties in order an aggregate amount equal to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all the amount of the Commitment Parties electing to purchase all or any portion amount of such reduction of the Available Securities Defaulting Commitment Party’s Commitment Amount pursuant to clause (such A) and (2) at the option of the Replacement Commitment Parties, increasing the “Exchange Amount of the Replacement Commitment Parties”Parties in an aggregate amount up to the amount of the amount of such reduction of the Defaulting Commitment Party’s Exchange Amount pursuant to clause (A) (but, with respect to the foregoing clause (2)). Any such Available Securities purchased by a , only to the extent that each applicable Replacement Commitment Party shall be includedholds 1.25 Lien Notes Claims sufficient to purchase, among other thingsand is otherwise capable of purchasing, Exchange Shares in the determination Rights Offering pursuant to Section 2.2(a)(i) and Section 2.2(a)(ii) with respect to such increase in its Exchange Amount); and (ii) With respect to Available Backstop Commitment: by (A) reducing the Commitment Amount (and, on a proportional basis, the Commitment Premium and Termination Fee) of the Defaulting Commitment Party and (xB) increasing the Unsubscribed Securities to be purchased by such Commitment Amount (and, on a proportional basis, the Commitment Premium and Termination Fee) of the Replacement Commitment Party for all purposes hereunder, (y) Parties in an aggregate amount equal to the Backstop Commitment Percentage of such Replacement Commitment Party for all purposes hereunder, including the allocations amount of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes reduction of the definition of Requisite Defaulting Commitment PartiesParty’s Commitment Amount (and Commitment Premium and Termination Fee) pursuant to clause (A). If a Commitment Party Default occurs, the Outside Date shall be delayed to the extent necessary (and only to the extent necessary necessary) to allow for the Commitment Party Replacement to be completed within the Commitment Party Replacement Period. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party (and regardless of whether or not such Defaulting Commitment Party’s Commitment Premium and/or Termination Fee were reduced to $0 pursuant to Section 2.3(a)), it shall not be entitled to any of the Commitment Premium, Termination Fee, or expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) or indemnification provided, or to be provided, under or in connection with this AgreementAgreement (and if (x) the Closing occurs notwithstanding such a default with respect to a Commitment Party, and (y) the amount funded in the Rights Offering (including the purchase of Unsubscribed Shares hereunder) is less than the Aggregate Commitment Amount because of the Commitment Party Default of such Defaulting Commitment Party, then the aggregate Commitment Premium payable by the Debtors shall be reduced by the amount of the Commitment Premium of such Defaulting Commitment Party as adjusted pursuant to Section 2.3(a)); provided that, for the avoidance of doubt, such reduction shall not reduce the amount of the Commitment Premium payable to each Commitment Party that is not a Defaulting Commitment Party). (dc) Nothing For the avoidance of doubt, nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than Rights Offering Shares (i) for consideration in the form of Reinstated 1.25 Lien Notes in excess of its Backstop Commitment Percentage Exchange Amount, or (ii) for aggregate cash consideration in excess of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2its Cash Funding Amount. (ed) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party DefaultDefault under this Article II or otherwise.

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, to make arrangements for one or more of the Backstop Parties (other than any Defaulting Backstop Party) to purchase all or any portion of the Available New Money First Lien Issuer Notes (such purchase, a “Backstop Party Replacement”) 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 non-defaulting Backstop Parties electing to purchase all or any portion of the Available New Money First Lien Issuer Notes (such Backstop Parties, the “Replacement Backstop Parties”). Any such Available New Money First Lien Issuer Notes purchased by a Replacement Backstop Party (i) shall be included, among other things, in the determination of (x) the Unsubscribed New Money First Lien Issuer Notes to be purchased by such Replacement Backstop Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Backstop Party for all purposes hereunder and (z) the Backstop Commitment of such Replacement Backstop Party for purposes of the definition of the “Requisite Backstop Parties” and (ii) shall not be included in the determination of (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 Backstop Party Default occurs, the Outside Date (as defined below) shall be delayed only to the extent necessary to allow for the Backstop Party Replacement to be completed within five 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 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). (5a) With respect to the Private Placement, during the two (2) Business Days Day period after receipt of written notice from the Company Credit Parties to all Commitment Parties of such Commitment a Private Placement Party Default, which notice shall be given to all Commitment Parties promptly following the Credit Parties becoming aware of the occurrence of such Commitment Private Placement Party Default and to all Commitment Parties substantially concurrently (such five two (52) Business Day period, the “Commitment Private Placement Party Replacement Period”), the Commitment Parties (other than any Defaulting Private Placement Party) shall have the right, but not the obligation, to make arrangements for one or more of the Commitment Parties (other than any Defaulting Commitment Private Placement Party) to purchase all or any portion of the Available Securities Private Placement Notes of such Defaulting Private Placement Party and assume the obligations of such Defaulting Private Placement Party (such purchase, a “Commitment Private Placement 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 Private Placement Notes of such Defaulting Private Placement Party (such Commitment Parties, the “Replacement Commitment Private Placement Parties”)). Any For the avoidance of doubt, such Available Securities Private Placement Notes purchased by a Replacement Private Placement Party (i) shall not be included in the determination of (x) the Unsubscribed New Money First Lien Issuer Notes to be purchased by such Replacement Private Placement Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Private Placement Party for all purposes hereunder and (z) the Backstop Commitment of such Replacement Private Placement Party for purposes of the definition of the “Requisite Backstop Parties” and (ii) 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 Private Placement Party for all purposes hereunder, (y) the Backstop Private Placement Commitment Percentage of such Replacement Commitment Private Placement Party for all purposes hereunder, including the allocations of the Commitment Premium, hereunder and (z) the Backstop Private Placement Commitment of such Replacement Commitment Private Placement Party for purposes of the definition of the “Requisite Commitment Private Placement Parties”. If a Commitment Private Placement Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Commitment replacement of the Defaulting Private Placement Party Replacement to be completed within the Commitment Private Placement Party Replacement Period. (b) Subject . To the extent that Replacement Private Placement Parties elect to purchase all or any portion of the Company’s prior written consent (which consent may Private Placement Notes of such Defaulting Private Placement Party, each such Replacement Private Placement Party shall be granted in required to pay its sole discretion), pro rata portion of the Private Placement Purchase Amount of such Defaulting Private Placement Party for the equivalent pro rata amount of the Commitment Premium payable by the Company Private Placement Notes of such Defaulting Private Placement Party elected to a Replacement Commitment Party with respect to any Available Securities be purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%Private Placement Party. For the avoidance of doubt, any such increase failure by a Replacement Private Placement Party to purchase Private Placement Notes in the Commitment Premium will result in an overall increase event of a Private Placement Party Default shall not constitute a Backstop Party Default. Schedule 3 shall be revised as necessary without requiring a written instrument signed by the Credit Parties and the Requisite Private Placement Parties to reflect conforming changes in the composition of the Private Placement Parties and Private Placement Commitment Premium and not Percentages as a result of any Private Placement Party Replacement in a reallocation from other Commitment Partiescompliance with this Section 2.3(b). (cb) Notwithstanding anything in this Agreement to the contrary, (i) if a Commitment Backstop Party is a Defaulting Commitment Backstop Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement Premium (as defined below) applicable solely to such Defaulting Backstop Party provided, or to be provided, under or in connection with this Agreement, and (ii) if a Private Placement Party is a Defaulting Private Placement Party, it shall not be entitled to any of the Commitment Premium (as defined below) applicable solely to such Defaulting Private Placement Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (dc) Nothing in this Agreement shall be deemed to require (i) a Commitment Backstop Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such New Money First Lien Issuer Notes or (ii) a Private Placement Party to purchase more than its Private Placement Commitment Party pursuant to Section 2.2Percentage of Private Placement Notes. (ed) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.610.6 hereof, but subject to Section 10.1011.10 hereof, no provision of this Agreement shall relieve any Defaulting Commitment Backstop Party or Defaulting Private Placement Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.911.9 hereof, in connection with any such a Defaulting Commitment Backstop Party’s Commitment Backstop Party Default or Defaulting Private Placement Party’s Private Placement Default, as applicable, under this Article II or otherwise.

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 Shares (any such purchase, 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 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 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 “Unsecured Replacing Commitment Parties”). In the event the Unsecured Commitment Parties do not elect to purchase all 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 Parties that have the right to purchase Secured Available Shares pursuant to Section 2.3(b), and such Secured Commitment Parties shall have the right, but not the obligation, to purchase all or any portion of the 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 receiving notice from the Company. (b) Upon the occurrence of a Secured Commitment Party Default, the Secured Commitment Parties that are, or are Affiliated with, an Initial Secured Commitment Party (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within three (3) Business Days after receipt of written notice from the Company to all Secured Commitment Parties of such Secured Commitment Party Default, which notice shall be given promptly following the occurrence of such Secured Commitment Party Default and to all Secured Commitment Parties concurrently (such three (3) Business Day period, the “Secured Commitment Party Replacement Period” and, together with the Unsecured Commitment Party Replacement Period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Secured Commitment Parties that is, or is Affiliated with, an Initial Secured Commitment Party (other than any Defaulting Commitment Party) to purchase all or any portion of the Secured Available Securities Shares (any such purchase, and any purchase by Unsecured Commitment Parties pursuant to the last sentence of this paragraph, a “Secured Commitment Party Replacement” and, together with the Unsecured Commitment Party Replacement and any purchase of Available Shares pursuant to Section 2.3(c), the “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 Secured Commitment Parties electing to purchase all or any portion of the Secured Available Securities Shares, or, if no such agreement is reached, based upon the relative applicable Secured Backstop Commitment Percentages of any such Secured Commitment Parties that are, or are Affiliated with, an Initial Secured Commitment Party (other than the Defaulting Commitment Party) (such Commitment Parties, and any Unsecured Commitment Parties that purchase Secured Available Shares pursuant to the last sentence of this paragraph, the “Replacement Secured Replacing Commitment Parties” and, together with the Unsecured Replacing Commitment Parties and any Commitment Party that purchases Available Shares pursuant to Section 2.3(c), the “Replacing Commitment Parties”)). Any such Available Securities purchased by a Replacement In the event the Secured 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 Commitment PremiumSecured Available Shares pursuant to the foregoing provisions of this paragraph, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes Company shall give prompt written notice thereof to each of the definition of Requisite Unsecured Commitment Parties. If a Commitment Party Default occurs, Parties that have 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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party right to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party Unsecured Available Shares pursuant to Section 2.2. (e) For 2.3(a), and such Unsecured Commitment Parties shall have the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6right, but subject not the obligation, to Section 10.10, no provision of this Agreement shall relieve purchase all or any Defaulting Commitment Party from any liability hereunder, or limit the availability portion of the remedies set forth in remaining Secured Available Shares on the same terms and conditions as if they were Unsecured Available Shares under Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default2.3(a) within three (3) Business Days of receiving notice from the Company.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party DefaultDefault by any Commitment Party, the Company shall give prompt written notice thereof (a “Default Notice”) to each of the other Commitment Parties (other than any that is not a Defaulting Commitment Party) , each of whom shall have the right, but not the obligation, within five (5) Business Days after receipt of the Default Notice, to elect by written notice from to 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 purchaseDefaulted Equity Commitment Units, at a “Commitment Party Replacement”) on the terms and subject per-Unit purchase price equal to the conditions set forth in this Agreement (and subject toPurchase Price, 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 which purchase shall be allocated pro rata among all such amounts as may be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities Defaulted Equity Commitment Units (such Commitment Parties, the “Replacement Substituted Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be included, among other things, in ) based upon the determination of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) the Backstop relative applicable Commitment Percentage of any such Replacement Substituted Commitment Party for all purposes hereunder, including Parties or as may otherwise be mutually agreed upon by the allocations of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Substituted Commitment Parties. If a The closing of any such purchase and sale of Defaulted Equity Commitment Party Default occurs, Units shall occur at 10:00 a.m. New York City Time on the Outside date that is ten (10) Business Days following the Closing 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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable or such other time and date as is mutually agreed by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For and the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting applicable Substituted Commitment Party, it shall not be entitled to any of with the Purchase Price for such Defaulted Equity Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or Units to be providedpaid by wire transfer of immediately available funds in U.S. dollars to the Company at the account specified in the Default Notice, under or and the Company shall issue such Defaulted Equity Commitment Units in connection with the manner set forth in Section 2.4(c)(i) of this Agreement. (db) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Equity Commitment Party pursuant to Section 2.2Units. (ec) For the avoidance of doubt, notwithstanding anything to the contrary set forth nothing contained in Section 9.6, but subject to Section 10.10, no provision of this Agreement (including the purchase by a Substituted Commitment Party of any Defaulted Equity Commitment Units) shall relieve any Defaulting Commitment Party from its obligations with respect to its Equity Commitment Units or any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default, and the Company shall retain all rights and remedies available to it under law or at equity.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party DefaultDefault by any Commitment Party, the Company shall give prompt written notice thereof (a “Default Notice”) to each of the other Commitment Parties (other than any that is not a Defaulting Commitment Party) , each of whom shall have the right, but not the obligation, within five (5) Business Days after receipt of the Default Notice, to elect by written notice from to 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 purchase7 Defaulted Equity Commitment Units, at a “Commitment Party Replacement”) on the terms and subject per-Unit purchase price equal to the conditions set forth in this Agreement (and subject toPurchase Price, 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 which purchase shall be allocated pro rata among all such amounts as may be agreed upon by all of the Commitment Parties electing to purchase all or any portion of the Available Securities Defaulted Equity Commitment Units (such Commitment Parties, the “Replacement Substituted Commitment Parties”)). Any such Available Securities purchased by a Replacement Commitment Party shall be included, among other things, in ) based upon the determination of (x) the Unsubscribed Securities to be purchased by such Replacement Commitment Party for all purposes hereunder, (y) the Backstop relative applicable Commitment Percentage of any such Replacement Substituted Commitment Party for all purposes hereunder, including Parties or as may otherwise be mutually agreed upon by the allocations of the Commitment Premium, and (z) the Backstop Commitment of such Replacement Commitment Party for purposes of the definition of Requisite Substituted Commitment Parties. If a The closing of any such purchase and sale of Defaulted Equity Commitment Party Default occurs, Units shall occur at 10:00 a.m. New York City Time on the Outside date that is ten (10) Business Days following the Closing 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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable or such other time and date as is mutually agreed by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For and the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting applicable Substituted Commitment Party, it shall not be entitled to any of with the Purchase Price for such Defaulted Equity Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or Units to be providedpaid by wire transfer of immediately available funds in U.S. dollars to the Company at the account specified in the Default Notice, under or and the Company shall issue such Defaulted Equity Commitment Units in connection with the manner set forth in Section 2.4(c)(i) of this Agreement. (db) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Equity Commitment Party pursuant to Section 2.2Units. (ec) For the avoidance of doubt, notwithstanding anything to the contrary set forth nothing contained in Section 9.6, but subject to Section 10.10, no provision of this Agreement (including the purchase by a Substituted Commitment Party of any Defaulted Equity Commitment Units) shall relieve any Defaulting Commitment Party from its obligations with respect to its Equity Commitment Units or any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default, and the Company shall retain all rights and remedies available to it under law or at equity.

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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, or if this Agreement is terminated with respect to such Commitment Party as a result of its default hereunder, it shall not be entitled to any of the Commitment Premium, Termination Fee, Premium or expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) or indemnification provided, or to be provided, under or in connection with this AgreementAgreement or the other Transaction Documents (and if (x) the Defaulting Commitment Party or terminating Commitment Party is an Initial Commitment Party, (y) the Closing occurs notwithstanding such a default or termination with respect to such Initial Commitment Party, and (z) the amount funded pursuant to the Equity Commitments (including the purchase of Equity Commitment Shares hereunder) is less than the Aggregate Equity Contribution because of the failure of such Initial Commitment Party to fund its Commitment in full, then the aggregate Commitment Premium payable by the Debtors shall be reduced ratably; provided, that, for the avoidance of doubt, such reduction shall not reduce the amount of the Commitment Premium payable to each Initial Commitment Party that is not a Defaulting Commitment Party or terminating Commitment Party). (dc) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more Equity Commitment Shares than its Backstop Equity Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Percentage. (ed) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default. Any Defaulting Commitment Party shall be liable to each Commitment Party that is not a Defaulting Commitment Party, and to the Company, as a result of any breach of its obligations hereunder.

Commitment Party Default. (a) Upon the occurrence of a Commitment Party Default, the Company shall give prompt written notice thereof to each of the Initial Commitment Parties and the Initial Commitment Parties (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five three (53) Business Days after receipt of written such 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”) Shares on the terms and subject to the conditions set forth in this Agreement (and subject to, if necessary, an allocation based upon the relative applicable Backstop Commitment Percentages of the Available Securities between Rights Offering Shares and Rights Offering Warrants as reasonably determined by the Company and agreed to by the Requisite such Initial Commitment Parties in order to maintain Xxxxx Act Compliance and in such amounts as may be agreed upon by all of the (other than any Defaulting Commitment Parties electing to purchase all or any portion of the Available Securities Party) (such Commitment Partiesparty, the “Replacement Replacing Commitment PartiesParty”)). For the avoidance of doubt, nothing in this Section 2.5(a) shall relieve any Commitment Party of its obligation to fulfill its Backstop Commitment and all conditions in this Section 2.5(a) shall be several and not joint. (b) Any such Available Securities Shares purchased by a Replacement Replacing Commitment Party (and any 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, and (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 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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretionSection 2.5(d), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubtSection 2.4(b), any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium Section 3.1, Section 3.2, and not in a reallocation from other Commitment PartiesSection 9.5(b). (c) Notwithstanding anything in this Agreement to the contrary, if If a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Backstop Commitment Premium, Termination Feethe Backstop Ticking Premium or the Breakup Payments hereunder, expense reimbursement applicable solely and to the extent any such amounts are received by a Defaulting Commitment Party (including it shall repay to the Expense Reimbursement) provided, or to be provided, under Company all such amounts by wire transfer in immediately available U.S. dollars or in connection with this Agreementanother appropriate manner within one (1) Business Day of receiving written notice from the Company or any Commitment Party demanding such repayment, and such amounts shall be thereafter allocated to any Replacing Commitment Parties or as otherwise provided herein. (d) Nothing Except as set forth in Section 2.5(a), nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Shares. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, Article IX but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.910.9 or Section 10.10, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement No Commitment Party with respect to shall have any Available Securities purchased by such Replacement liability for the Backstop Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) . Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Initial BCA Percentage of the Minimum Allocation Rights Securities or Final BCA Percentage of the Unsubscribed Securities, unless otherwise agreed by such . If a Commitment Party pursuant is a Defaulting Commitment Party, it shall not be entitled to, and shall be deemed to Section 2.2have irrevocably forfeited its rights to receive, any of the Put Option Premium or Breakup Premium hereunder, as applicable, and the Replacing Commitment Parties shall instead be entitled to such Put Option Premium or Breakup Premium, as applicable, ratably in proportion to their respective Commitment Party Replacement. (ec) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, 9.5 but subject to the limitations set forth in Section 10.9 and Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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 Shares (any such purchase, 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 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 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 “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). In the event the Unsecured Commitment Parties do not elect to purchase all 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 Parties that have the right to purchase Secured Available Shares pursuant to Section 2.3(b), and such Secured Commitment Parties shall have the right, but not the obligation, to purchase all or any portion of the 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 receiving notice from the Company. (b) Upon the occurrence of a Secured Commitment Party Default, the Secured Commitment Parties that are, or are Affiliated with, an Initial Secured 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 Secured Commitment Parties of such Secured Commitment Party Default, which notice shall be given promptly following the occurrence of such Secured Commitment Party Default and to all Secured Commitment Parties concurrently (such five (5) Business Day period, the “Secured Commitment Party Replacement Period” and, together with the Unsecured Commitment Party Replacement Period, the “Commitment Party Replacement Period”), to make arrangements for one or more of the Secured Commitment Parties that is, or is Affiliated with, an Initial Secured Commitment Party (other than any Defaulting Commitment Party) to purchase all or any portion of the Secured Available Shares (any such purchase, and any purchase by Unsecured Commitment Parties pursuant to the last sentence of this paragraph, a “Secured Commitment Party Replacement” and, together with the Unsecured Commitment Party Replacement and any purchase of Available Shares pursuant to Section 2.3(a), the “Commitment Party Replacement”) 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 Secured Commitment Parties electing to purchase all or any portion of the Secured Available Shares, or, if no such agreement is reached, based upon the relative applicable Secured Backstop Commitment Percentages of any such Secured Commitment Parties that are, or are Affiliated with, an Initial Secured Commitment Party (other than the Defaulting Commitment Party) (such Commitment Parties, and any Unsecured Commitment Parties that purchase Secured Available Shares pursuant to the last sentence of this paragraph, the “Secured Replacing Commitment Parties” and, together with the Unsecured Replacing Commitment Parties and any Commitment Party that purchases Available Shares pursuant to Section 2.3(a), the “Replacing Commitment Parties”); provided, that, notwithstanding the foregoing, the Secured Commitment Parties purchasing such Secured Available Shares shall be able to elect, in each Secured Commitment Party’s sole discretion, that such Secured Available Shares be issued as either Common Shares or Preferred Shares (or some combination of each). In the event the Secured Commitment Parties do not elect to purchase all of the Secured Available Shares pursuant to the foregoing provisions of this paragraph, the Company shall give prompt written notice thereof to each of the Unsecured Commitment Parties that have the right to purchase Unsecured Available Shares pursuant to Section 2.3(a), and such Unsecured Commitment Parties shall have the right, but not the obligation, to purchase all or any portion of the remaining Secured Available Shares on the same terms and conditions as if they were Unsecured Available Shares under Section 2.3(a) within five (5) Business Days of receiving notice from the Company. (c) In the event the Unsecured Commitment Parties and the Secured Commitment Parties do not elect to purchase all of the Unsecured Available Shares pursuant to Section 2.3(a) and all of the Secured Available Shares pursuant to Section 2.3(b), the Company shall give prompt written notice thereof to each of the Commitment Parties, and each Commitment Party (other than any Defaulting Commitment Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of such notice 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 remaining Available Securities (such purchase, a “Commitment Party Replacement”) Shares 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 such Available Shares, or, if no such agreement is reached, based upon the Available Securities (relative applicable Backstop Commitment Percentages of any such Commitment Parties. For the avoidance of doubt, nothing in this Section 2.3 shall relieve any Commitment Party of its obligation to fulfill its Backstop Commitment. (d) In the event that any Available Shares are available for purchase pursuant to Section 2.3(a) and the Commitment Parties 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, “Replacement 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 Parties”and the other terms and conditions applicable to the Commitment Parties in their obligation to purchase 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(a); provided, that, notwithstanding the foregoing, the Outside Date shall not be extended automatically as a result of the existence of a Cover Transaction Period and, subject to the final sentence of the following Section 2.3(e), the Cover Transaction Period shall expire on or before the Outside Date. For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Commitment Party of its obligation to fulfill its Backstop Commitment. (e) Any such Available Securities Shares purchased by a Replacement Replacing Commitment Party (and any commitment and applicable aggregate Per Equity Share Purchase Price associated therewith) shall be included, among other things, in the determination of (x) the Unsecured Unsubscribed Securities to be purchased by Shares or Secured Unsubscribed Shares of such Replacement Unsecured Replacing Commitment Party or Secured Replacing Commitment Party, respectively, for all purposes hereunder, (y) the Backstop Commitment Percentage of such Replacement Replacing Commitment Party for all purposes hereunderof Section 2.3(g), including the allocations of the Commitment PremiumSection 2.4(b), Section 3.1 and Section 3.2 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 (i) the Commitment Party Replacement to be completed within the Commitment Party Replacement Period and/or (ii), if applicable, the Cover Transaction to be completed within the Cover Transaction Period. (bf) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if If a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to, and shall be deemed to have irrevocably forfeited its rights to, (i) purchase or otherwise receive any of the Available Shares and (ii) receive any of the Backstop Commitment Fee or Termination Commitment Premium hereunder, as applicable. Any portion of the Backstop Commitment Fee or Termination Commitment Premium, Termination Feeas applicable, expense reimbursement applicable solely otherwise payable to such any Defaulting Commitment Party (including the Expense Reimbursement) provided, or except for such Commitment Party Default shall be paid pro rata to be provided, under or in connection with this Agreementany Replacing Commitment Party. (dg) Except as set forth in this Agreement, no Commitment Party shall have any liability for the Backstop Commitment of any other Commitment Party or for any breach or default of any other Commitment Party hereunder. Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Shares. (eh) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, 9.4 but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, (i) it shall not be entitled to any of the Backstop Commitment Premium, Backstop Commitment Termination FeePremium, or any expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement, and (ii) it and its Affiliates, equity holders, members, partners, general partners, managers and its and their respective Representatives and controlling persons shall not be entitled to any indemnification pursuant to Article IX hereof. All distributions of New Common Stock and New Second Lien Notes distributable to a Defaulting Commitment Party on account of the Backstop Commitment Premium (or payments of cash in respect of the Backstop Commitment Termination Premium, as applicable) (x) shall be re-allocated contractually and turned over as liquidated damages to those non-Defaulting Commitment Parties that have elected to subscribe for their full adjusted Backstop Commitment Percentage, or (y) if Available Notes or Available Shares are not purchased by the non-Defaulting Commitment Parties, forfeited and retained by the Debtors, as applicable. (dc) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed SecuritiesNotes and Unsubscribed Shares, unless otherwise agreed by such Commitment Party pursuant to Section 2.2as applicable. (ed) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.610.5, but subject to Section 10.1011.11, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.911.10, in connection with any such Defaulting Commitment Party’s Commitment Party DefaultDefault under this Article II or otherwise.

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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the The amount of the Commitment Premium payable by the Company to a Replacement Replacing Commitment Party with respect to any Available Securities Shares purchased by such Replacement Replacing Commitment Party in a Commitment Party Replacement pursuant to Article III Error! Reference source not found. shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) or indemnification provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Shares. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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 Period shall expire on or before the Outside Date. (b) In the event that any Commitment Parties do not elect to be completed within purchase all Available Shares available for purchase pursuant to Section 2.3(a), 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 Commitment Parties in their obligation to purchase Unsubscribed 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 Commitment Party Replacement Period. (b) Subject to ; provided, however, that, notwithstanding the Company’s prior written consent (which consent may be granted in its sole discretion)foregoing, the amount Outside Date shall not be extended automatically as a result of the Commitment Premium payable by existence of a Cover Transaction Period and the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III Cover Transaction Period shall be multiplied by 150%expire on or before the Outside Date. For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if a Commitment Party is a Defaulting Commitment Party, it shall not be entitled of its obligation to any of the Commitment Premium, Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this Agreement. (d) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than fulfill its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Commitment. (e) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, but subject to Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.

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. (b) Subject to the Company’s prior written consent (which consent may be granted in its sole discretion), the amount of the Commitment Premium payable by the Company to a Replacement Commitment Party with respect to any Available Securities purchased by such Replacement Commitment Party in a Commitment Party Replacement pursuant to Article III shall be multiplied by 150%. For the avoidance of doubt, any such increase in the Commitment Premium will result in an overall increase in the Commitment Premium and not in a reallocation from other Commitment Parties. (c) Notwithstanding anything in this Agreement to the contrary, if If a Commitment Party is a Defaulting Commitment Party, it shall not be entitled to any of the Commitment Premium, Premium or Termination Fee, expense reimbursement applicable solely to such Defaulting Commitment Party (including the Expense Reimbursement) provided, or to be provided, under or in connection with this AgreementFee hereunder. (dc) Nothing in this Agreement shall be deemed to require a Commitment Party to purchase more than its Backstop Commitment Percentage of the Unsubscribed Securities, unless otherwise agreed by such Commitment Party pursuant to Section 2.2Shares. (ed) For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 9.6, ‎Section 9.4 but subject to Section ‎Section 10.10, no provision of this Agreement shall relieve any Defaulting Commitment Party from any liability hereunder, or limit the availability of the remedies set forth in Section ‎Section 10.9, in connection with any such Defaulting Commitment Party’s Commitment Party Default.