Common use of Qualified Market Maker Clause in Contracts

Qualified Market Maker. Notwithstanding anything herein to the contrary: (i) any Consenting Lender may Transfer any of its Claims and Interests to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Lender; provided, however, that the Qualified Marketmaker subsequently Transfers all rights, title and interest in such Claims and Interests to a Transferee that is or becomes a Consenting Lender as provided above, and the Transfer documentation between the transferor Consenting Lender and such Qualified Marketmaker shall contain a requirement that provides as such; and (ii) to the extent any Consenting Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer any Claims and Interests that it acquires from a holder of such Claims and Interests that is not a Consenting Lender without the requirement that the Transferee be or become a Consenting Lender. Notwithstanding the foregoing, if, at the time of the proposed Transfer of any Claims and Interests to a Qualified Marketmaker, such Claims and Interests (x) may be voted on the Plan or any Alternative Transaction, the proposed transferor Consenting Lender must first vote such Claims and Interests in accordance with the requirements of Section 3(a) hereof, (y) may be used to direct the applicable Prepetition Agent in accordance with the terms of the Restructuring, the proposed transferor Consenting Lender must first direct the applicable Prepetition Agent in accordance with the requirements of Section 3(a) hereof, or (z) have not yet been and may not yet be voted on the Plan or any Alternative Transaction and such Qualified Marketmaker does not Transfer such Claims and Interests to a subsequent Transferee prior to the fifth (5th) Business Day prior to the expiration of the voting deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the Transfer documentation between the transferor Consenting Lender and such Qualified Marketmaker shall have provided that the Qualified Marketmaker shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Lender with respect to such Claims and Interests in accordance with the terms hereof and vote such Claims and Interests in accordance with the requirements of Section 3(a) hereof (provided, that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Lender with respect to such Claims and Interests at such time that a subsequent Transferee of such Claims and Interests becomes a Consenting Lender with respect to such Claims and Interests).

Qualified Market Maker. Notwithstanding anything herein to the contrary: , (i) any Consenting Lender Creditor may Transfer any of its Claims and Interests to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting LenderCreditor; provided, however, that the Qualified Marketmaker subsequently Transfers all rightsright, title and interest in such Claims and Interests to a Transferee that is or becomes a Consenting Lender Creditor as provided above, and the Transfer documentation between the transferor Consenting Lender Creditor and such Qualified Marketmaker shall contain a requirement that provides as such; and (ii) to the extent any Consenting Lender Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer any Claims and Interests that it acquires from a holder of such Claims and Interests that is not a Consenting Lender Creditor without the requirement that the Transferee be or become a Consenting LenderCreditor. Notwithstanding the foregoing, if, at the time of the proposed Transfer of any Claims and Interests to a Qualified Marketmaker, such Claims and Interests (x) may be voted on the Plan or any Alternative Transaction, the proposed transferor Consenting Lender Creditor must first vote such Claims and Interests in accordance with the requirements of Section 3(a) hereof, or (y) may be used to direct the applicable Prepetition Agent in accordance with the terms of the Restructuring, the proposed transferor Consenting Lender must first direct the applicable Prepetition Agent in accordance with the requirements of Section 3(a) hereof, or (z) have not yet been and may not yet be voted on the Plan or any Alternative Transaction and such Qualified Marketmaker does not Transfer such Claims and Interests to a subsequent Transferee prior to the fifth (5th) Business Day prior to the expiration of the voting deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the Transfer documentation between to the transferor Consenting Lender and such Qualified Marketmaker shall have provided that the Qualified Marketmaker it shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Lender Creditor with respect to such Claims and Interests in accordance with the terms hereof and vote such Claims and Interests in accordance with the requirements of Section 3(a) hereof (providedprovided that, that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Lender Creditor with respect to such Claims and Interests at such time that a subsequent the Transferee of such Claims and Interests becomes a Consenting Lender Creditor with respect to such Claims and Interests).

Qualified Market Maker. Notwithstanding anything herein to the contrary: (i) , any Consenting Directing Lender may Transfer transfer any of its Term Loan Claims and Interests to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Directing Lender; providedprovided that each Directing Lender will provide prompt notice of any such Transfer to Xxxxxxxx and Stroock in accordance with Section 3(c) hereof; provided further, however, that the Qualified Marketmaker subsequently Transfers transfers all rightsright, title title, and interest in such Term Loan Claims and Interests to a Transferee that is or becomes a Consenting Directing Lender as provided above, and the Transfer documentation between the transferor Consenting Directing Lender and such Qualified Marketmaker shall contain a requirement that provides as such; such and (ii) to the extent any Consenting Directing Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer any Term Loan Claims and Interests that it acquires from a holder of such Term Loan Claims and Interests that is not a Consenting Directing Lender without the requirement that the Transferee be or become a Consenting Directing Lender. Notwithstanding the foregoing, if, at prior to the time of the proposed Transfer of any Term Loan Claims and Interests to a Qualified Marketmaker, the holder of such Term Loan Claims and Interests (x) may be voted on is required to execute the Plan or any Alternative TransactionStrict Foreclosure Direction, the proposed transferor Consenting Directing Lender must first vote such Claims and Interests in accordance with the requirements of Section 3(a) hereof, (y) may be used to direct the applicable Prepetition Agent in accordance with the terms of the Restructuring, the proposed transferor Consenting Lender must first direct the applicable Prepetition Agent in accordance comply with the requirements of Section 3(a) hereof, or (zy) have has not yet been and may not yet be voted on required to execute the Plan or any Alternative Transaction Strict Foreclosure Direction and such Qualified Marketmaker does not Transfer such Term Loan Claims and Interests to a subsequent Transferee prior to the fifth (5th) Business Day prior to the expiration of the voting deadline Solicitation Period (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the Transfer documentation between to the transferor Consenting Lender and such Qualified Marketmaker shall have provided that the Qualified Marketmaker it shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Directing Lender with respect to such Term Loan Claims and Interests in accordance with the terms hereof and vote such Claims and Interests in accordance with the requirements of Section 3(a) hereof (provided, that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Lender with respect to such Claims and Interests at such time that a subsequent Transferee of such Claims and Interests becomes a Consenting Lender with respect to such Claims and Interests)hereof.

Qualified Market Maker. Notwithstanding anything herein to the contrary: (i) , any Consenting Lender Restructuring Support Party may Transfer any of its Claims claims and Interests interests to an entity that is acting in its capacity as a Qualified Marketmaker (as defined below) without the requirement that the Qualified Marketmaker be or become a Consenting LenderRestructuring Support Party; provided, however, that the Qualified Marketmaker subsequently Transfers all rightsright, title and interest in such Claims claims and Interests interests to a Transferee that is or becomes a Consenting Lender Restructuring Support Party as provided above, and the Transfer documentation between the transferor Consenting Lender transferring Restructuring Support Party and such Qualified Marketmaker shall contain a requirement that provides as such; and such (ii) the transferring Restructuring Support Party shall use commercially reasonable efforts to allow the extent any Consenting Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer any Claims and Interests that it acquires from a holder Debtors to be an explicit third party beneficiary of such Claims and Interests that is not a Consenting Lender without the requirement that the Transferee be or become a Consenting Lenderrequirement). Notwithstanding the foregoing, if, at the time of the proposed Transfer of any Claims such claims and Interests interests to a the Qualified Marketmaker, such Claims claims and Interests interests (x) may be voted on the Plan or any Alternative TransactionPlan, the proposed transferor Consenting Lender Restructuring Support Party must first vote such Claims claims and Interests interests in accordance with the requirements of Section 3(aSections 5(a) hereofor (b), (y) may be used to direct the applicable Prepetition Agent in accordance with the terms of the Restructuring, the proposed transferor Consenting Lender must first direct the applicable Prepetition Agent in accordance with the requirements of Section 3(a) hereofas applicable, or (zy) have not yet been and may not yet be voted on the Plan or any Alternative Transaction and such Qualified Marketmaker does not Transfer such Claims claims and Interests interests to a subsequent Transferee prior to the fifth (5th) Business Day business day prior to the expiration of the voting deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the Transfer documentation between to the transferor Consenting Lender and such Qualified Marketmaker shall have provided that the Qualified Marketmaker it shall), on the first (1st) Business Day business day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Lender Restructuring Support Party with respect to such Claims claims and Interests interests in accordance with the terms hereof and vote such Claims and Interests in accordance with the requirements of Section 3(a) hereof (provided, provided that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Lender Restructuring Support Party with respect to such Claims claims and Interests interests at such time that a subsequent the Transferee of such Claims claims and Interests interests becomes a Consenting Lender Restructuring Support Party with respect to such Claims claims and Interestsinterests). For these purposes, “Qualified Marketmaker” means an entity that (X) holds itself out to the market as standing ready in the ordinary course of business to purchase from and sell to customers claims and interests, or enter with customers into long and/or short positions in claims and interests, in its capacity as a dealer or market maker in such claims and interests; and (Y) is in fact regularly in the business of making a market in claims, interests and/or securities of issuers or borrowers.

Qualified Market Maker. Notwithstanding anything herein to the contrary: (i) , any Consenting Lender Restructuring Support Party may Transfer any of its Claims claims and Interests interests to an entity that is acting in its capacity as a Qualified Marketmaker (as defined below) without the requirement that the Qualified Marketmaker be or become a Consenting LenderRestructuring Support Party; provided, however, that the Qualified Marketmaker subsequently Transfers all rightsright, title and interest in such Claims claims and Interests interests to a Transferee that is or becomes a Consenting Lender Restructuring Support Party as provided above, and the Transfer documentation between the transferor Consenting Lender transferring Restructuring Support Party and such Qualified Marketmaker shall contain a requirement that provides as such; and such (ii) the transferring Restructuring Support Party shall use commercially reasonable efforts to allow the extent any Consenting Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer any Claims and Interests that it acquires from a holder Debtors to be an explicit third party beneficiary of such Claims and Interests that is not a Consenting Lender without the requirement that the Transferee be or become a Consenting Lenderrequirement). Notwithstanding the foregoing, if, at the time of the proposed Transfer of any Claims such claims and Interests interests to a the Qualified Marketmaker, such Claims claims and Interests interests (x) may be voted on the Plan or any Alternative TransactionPlan, the proposed transferor Consenting Lender Restructuring Support Party must first vote such Claims claims and Interests interests in accordance with the requirements of Section 3(a) hereof, (y) may be used to direct the applicable Prepetition Agent in accordance with the terms of the Restructuring, the proposed transferor Consenting Lender must first direct the applicable Prepetition Agent in accordance with the requirements of Section 3(a) hereof5(a), or (zy) have not yet been and may not yet be voted on the Plan or any Alternative Transaction and such Qualified Marketmaker does not Transfer such Claims claims and Interests interests to a subsequent Transferee prior to the fifth (5th) Business Day business day prior to the expiration of the voting deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the Transfer documentation between to the transferor Consenting Lender and such Qualified Marketmaker shall have provided that the Qualified Marketmaker it shall), on the first (1st) Business Day business day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Lender Restructuring Support Party with respect to such Claims claims and Interests interests in accordance with the terms hereof and vote such Claims and Interests in accordance with the requirements of Section 3(a) hereof (provided, provided that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Lender Restructuring Support Party with respect to such Claims claims and Interests interests at such time that a subsequent the Transferee of such Claims claims and Interests interests becomes a Consenting Lender Restructuring Support Party with respect to such Claims claims and Interestsinterests). For these purposes, “Qualified Marketmaker” means an entity that (X) holds itself out to the market as standing ready in the ordinary course of business to purchase from and sell to customers claims and interests, or enter with customers into long and/or short positions in claims and interests, in its capacity as a dealer or market maker in such claims and interests; and (Y) is in fact regularly in the business of making a market in claims, interests and/or securities of issuers or borrowers.