Common use of Qualified Marketmaker Exceptions Clause in Contracts

Qualified Marketmaker Exceptions. (a) Notwithstanding Section ý8.02, a Consenting Creditor may Transfer any right, title, or interest in its Company Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker execute a Transfer Agreement or be a Party to this Agreement, on the condition that any subsequent Transfer by such Qualified Marketmaker of the right, title or interest in such Company Claim is to a Transferee that (A) is a Party to this Agreement at the time of such Transfer or (B) becomes a Party to this Agreement on or before the date of such Transfer by executing a Transfer Agreement pursuant to Section 8.02(b). The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(a), including the amount and type of Company Claims transferred, to counsel to the Company Parties. (b) Notwithstanding Section 8.04(a), a Qualified Marketmaker may Transfer any right, title, or interest in any Company Claims that it acquires from a Party to this Agreement to another Qualified Marketmaker (the “Transferee Qualified Marketmaker”) without the requirement that the Transferee Qualified Marketmaker execute a Transfer Agreement or be a Party to this Agreement, on the condition that any subsequent Transfer by such Transferee Qualified Marketmaker of the right, title, or interest in such Company Claims is to a Transferee that (A) is a Party to this agreement at the time of such Transfer or (B) becomes a Party to this Agreement by the date of settlement of such Transfer by executing a Transfer Agreement pursuant to Section 8.05. The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(b), including the amount and type of Company Claims transferred, to counsel to the Company Parties. (c) At the time of a Transfer of any Company Claims to the Qualified Marketmaker: (i) if such Company Claims may be voted in favor of the Plan, the Party to this Agreement must first vote such Company Claims in accordance with the requirements of this Agreement; and (ii) to the extent that a Qualified Marketmaker that is not otherwise a Party to this Agreement is eligible and entitled to vote the Company Claims acquired pursuant to Section 8.05(a) above, is not otherwise precluded from voting such Company Claims in favor of the Plan, and receives a separate ballot for such Company Claims, such Qualified Marketmaker shall, before the expiration of the Plan voting deadline established by the Bankruptcy Court, vote such Company Claims in favor of the Plan as contemplated hereunder. (d) Notwithstanding Section 8.02, to the extent that a Party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title or interest in any Company Claim that the Qualified Marketmaker acquires from a holder of such Company Claims that is not a Party to this Agreement without the requirement that the transferee execute a Transfer Agreement or be a Party hereto.

Qualified Marketmaker Exceptions. (a) Notwithstanding Section ý8.027.02, a Consenting Creditor may Transfer any right, title, or interest in its Company Claims Claims/Interests to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker execute a Transfer Agreement Joinder or be a Party to this Agreement, on the condition that (i) such Consenting Creditor provides prompt notice of any such Transfer no later than the date of such Transfer to counsel to the Company Parties and counsel to the Consenting Creditors in accordance with Section 12.10, (ii) any subsequent Transfer by such Qualified Marketmaker of the right, title or interest in such Company Claim Claim/Interest is to a Transferee that (A) is a Party to this Agreement at the time of such Transfer or (B) becomes a Party to this Agreement on or before the date of such Transfer by executing a Transfer Agreement Joinder pursuant to Section 8.02(b). The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(a7.02(b), including and (iii) the amount Transferee is unaffiliated with such Qualified Marketmaker (and type of Company Claims transferred, to counsel to the Company PartiesTransfer documentation between the transferor Consenting Creditor and such Qualified Marketmaker shall contain a requirement that provides as such). (b) Notwithstanding Section 8.04(a7.04(a), a Qualified Marketmaker may Transfer any right, title, or interest in any Company Claims Claims/Interests that it acquires from a Party to this Agreement to another Qualified Marketmaker (the “Transferee Qualified Marketmaker”) without the requirement that the Transferee Qualified Marketmaker execute a Transfer Agreement Joinder or be a Party to this Agreement, on the condition that the Transferee Qualified Marketmaker agrees that any subsequent Transfer by such Transferee Qualified Marketmaker of the right, title, or interest in such Company Claims is Claims/Interests will be to a Transferee that (A) is a Party to this agreement at the time of such Transfer or (B) becomes a Party to this Agreement by the date of settlement of such Transfer by executing a Transfer Agreement Joinder pursuant to Section 8.05. The 7.02(b) (and the Transfer documentation between the transferor Qualified Marketmaker and such Transferee (but not, for the avoidance of doubt, Qualified Marketmaker shall contain a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(brequirement that provides as such), including the amount and type of Company Claims transferred, to counsel to the Company Parties. (c) At the time of a Transfer by any Party to this Agreement of any Company Claims Claims/Interests to the Qualified Marketmaker: (i) if such Company Claims Claims/Interests may be voted in favor of the Plan, the Party to this Agreement transferring its Company Claims/Interests must first vote such Company Claims Claims/Interests in accordance with the requirements of this Agreement; and (ii) to the extent that a Qualified Marketmaker that is not otherwise a Party to this Agreement is eligible and entitled to vote the Company Claims Claims/Interests acquired pursuant to Section 8.05(a7.04(a) above, is not otherwise precluded from voting such Company Claims Claims/Interests in favor of the Plan, and receives a separate ballot for such Company Claims/Interests, such Qualified Marketmaker shall, before the expiration of the Plan voting deadline established by the Bankruptcy Court, vote such Company Claims Claims/Interests in favor of the Plan as contemplated hereunder. (d) Notwithstanding Section 8.027.02, to the extent that a Party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title or interest in any Company Claim Claim/Interest that the Qualified Marketmaker it acquires from a holder of such Company Claims Claims/Interests that is not a Party to this Agreement without the requirement that the transferee execute a Transfer Agreement Joinder or be a Party hereto.

Qualified Marketmaker Exceptions. Notwithstanding Section 7.01, a Qualified Marketmaker that acquires any Company Claims/Interests from a Consenting Stakeholder with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a Transfer Agreement in respect of such Company Claims/Interests if (a) such Qualified Marketmaker subsequently Transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within fifteen (15) Business Days of its acquisition; (b) the transferee otherwise is a Permitted Transferee under Section 7.01 and is or becomes a Consenting Stakeholder at the time of such transfer; and (c) the Transfer otherwise is a Permitted Transfer under Section 7.01. Notwithstanding Section ý8.027.01 and Section 7.03, to the extent that a Consenting Creditor may Transfer any right, title, or interest in its Company Claims to an entity that Stakeholder is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that the Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Consenting Stakeholder without the requirement that the Qualified Marketmaker execute a Transfer Agreement or transferee be a Party to this Agreement, on the condition that any subsequent Transfer by such Qualified Marketmaker of the right, title or interest in such Company Claim is to a Transferee that (A) is a Party to this Agreement at the time of such Transfer or (B) becomes a Party to this Agreement on or before the date of such Transfer by executing a Transfer Agreement pursuant to Section 8.02(b)Permitted Transferee. The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(a), including the amount and type of Company Claims transferred, to counsel to the Company Parties. (b) Notwithstanding Section 8.04(a), a Qualified Marketmaker may Transfer any right, title, or interest in any Company Claims that it acquires from a Party to this Agreement to another Qualified Marketmaker (the “Transferee Qualified Marketmaker”) without the requirement that the Transferee Qualified Marketmaker execute a Transfer Agreement or be a Party to this Agreement, on the condition that any subsequent Transfer by such Transferee Qualified Marketmaker of the right, title, or interest in such Company Claims is to a Transferee that (A) is a Party to this agreement at the time of such Transfer or (B) becomes a Party to this Agreement by the date of settlement of such Transfer by executing a Transfer Agreement pursuant to Section 8.05. The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(b), including the amount and type of Company Claims transferred, to counsel to the Company Parties. (c) At the time of a Transfer of any Company Claims to the Qualified Marketmaker: (i) if such Company Claims may be voted in favor of the Plan, the Party to this Agreement must first vote such Company Claims in accordance with the requirements of this Agreement; and (ii) to To the extent that a Qualified Marketmaker that is not otherwise a Party to this Agreement acquires Company Claims/Interests of a Consenting Creditor and such Qualified Marketmaker is eligible and entitled to vote the such Company Claims Claims/Interests acquired pursuant to this Section 8.05(a) above7.05, and such Qualified Marketmaker is not otherwise precluded from voting such Company Claims Claims/Interests in favor of the Plan, and receives a separate ballot for such Company Claims/Interests, such Qualified Marketmaker shall, before the expiration of the Plan voting deadline established by the Bankruptcy Court, shall vote such Company Claims in favor of Claims/Interests to accept the Plan on a timely basis as contemplated hereunder. (d) Notwithstanding Section 8.02, to the extent that a Party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title or interest in any Company Claim that the Qualified Marketmaker acquires from a holder of such Company Claims that is not a Party to this Agreement without the requirement that the transferee execute a Transfer Agreement or be a Party hereto.

Qualified Marketmaker Exceptions. (a) Notwithstanding Section ý8.02‎7.02, a Consenting Creditor Stakeholder may Transfer any right, title, or interest in its Company Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker execute a Transfer Agreement Joinder or be a Party to this Agreement, on the condition that (i) such Qualified Marketmaker subsequently Transfers such Company Claims (by purchase, sale, assignment, participation or otherwise) by no later than five (5) Business Days of its acquisition thereof, (ii) such Consenting Stakeholder provides prompt notice of any such Transfer no later than the date of such Transfer to counsel to the Company Parties and counsel to the Consenting Stakeholder in accordance with Section ‎12.10, (iii) any subsequent Transfer by such Qualified Marketmaker of the right, title or interest in such Company Claim Claims is to a Permitted Transferee, and (iv) the Transferee is unaffiliated with such Qualified Marketmaker (and the Transfer documentation between the transferor Consenting Stakeholder and such Qualified Marketmaker shall contain a requirement that provides as such); provided, that, if the foregoing items (Ai) is through (iv) are not satisfied, the Qualified Marketmaker will be required to executed and deliver a Party to this Agreement at the time of such Transfer or (B) becomes a Party to this Agreement on or before the date of such Transfer by executing a Transfer Agreement pursuant to Section 8.02(b). The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(a), including the amount and type of Company Claims transferred, to counsel to the Company PartiesJoinder. (b) Notwithstanding Section 8.04(a), a Qualified Marketmaker may Transfer any right, title, or interest in any Company Claims that it acquires from a Party to this Agreement to another Qualified Marketmaker (the “Transferee Qualified Marketmaker”) without the requirement that the Transferee Qualified Marketmaker execute a Transfer Agreement or be a Party to this Agreement, on the condition that any subsequent Transfer by such Transferee Qualified Marketmaker of the right, title, or interest in such Company Claims is to a Transferee that (A) is a Party to this agreement at the time of such Transfer or (B) becomes a Party to this Agreement by the date of settlement of such Transfer by executing a Transfer Agreement pursuant to Section 8.05. The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(b), including the amount and type of Company Claims transferred, to counsel to the Company Parties. (c) At the time of a Transfer of any Company Claims to the Qualified Marketmaker: (i) if such Company Claims may be voted in favor of the Plan, the Party to this Agreement must first vote such Company Claims in accordance with the requirements of this Agreement; and (ii) to the extent that a Qualified Marketmaker that is not otherwise a Party to this Agreement is eligible and entitled to vote the Company Claims acquired pursuant to Section 8.05(a) above, is not otherwise precluded from voting such Company Claims in favor of the Plan, and receives a separate ballot for such Company Claims, such Qualified Marketmaker shall, before the expiration of the Plan voting deadline established by the Bankruptcy Court, vote such Company Claims in favor of the Plan as contemplated hereunder. (d) Notwithstanding Section 8.02‎7.02, to the extent that a Party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title or interest in any Company Claim Claims/Interests that the Qualified Marketmaker it acquires from a holder of such Company Claims Claims/Interests that is not a Party to this Agreement without the requirement that the transferee execute a Transfer Agreement Joinder or be a Party hereto.

Qualified Marketmaker Exceptions. (a) Notwithstanding Section ý8.027.2 hereof, a Consenting Supporting Creditor may Transfer any right, title, or interest in its Company Claims to an entity a Person that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker execute a Transfer Agreement or be a Party to this Agreement, on solely to the condition extent that any subsequent Transfer by (i) such Qualified Marketmaker subsequently transfers such Claims (by purchase, sale assignment, participation, or otherwise) within ten (10) Business Days of the right, title or interest in such Company Claim is its acquisition to a transferee that is not an affiliate, affiliated fund, or affiliated Person with a common investment advisor; (ii) the Transferee that is otherwise a permitted Transferee under Section 7.2; and (Aiii) the Transfer is otherwise a Party to this Agreement at the time of such permitted Transfer or (B) becomes a Party to this Agreement on or before the date of such Transfer by executing a Transfer Agreement pursuant to under Section 8.02(b)7.2. The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(aSection 7.3(a), including the amount and type of Company Claims transferredTransferred, to counsel to the Company Debtor and counsel to the Supporting Parties. (b) Notwithstanding Section 8.04(a)7.2 hereof, a Qualified Marketmaker may Transfer any right, title, or interest in any Company Claims that it acquires from a Party to this Agreement to another Qualified Marketmaker (the “Transferee Qualified Marketmaker”) without the requirement that the Transferee Qualified Marketmaker execute a Transfer Agreement or be a Party to this Agreement, on solely to the condition extent that any subsequent Transfer by (i) such Transferee Qualified Marketmaker of the rightsubsequently transfers such Claims (by purchase, titlesale assignment, participation, or interest in such Company Claims is otherwise) within ten (10) Business Days of its acquisition to a transferee that is not an affiliate, affiliated fund, or affiliated Person with a common investment advisor; (ii) the Transferee that is otherwise a permitted Transferee under Section 7.2; and (Aiii) the Transfer is otherwise a Party to this agreement at the time of such permitted Transfer or (B) becomes a Party to this Agreement by the date of settlement of such Transfer by executing a Transfer Agreement pursuant to under Section 8.057.2. The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(bSection 7.3(b), including the amount and type of Company Claims transferredTransferred, to counsel to the Company Debtor and counsel to the Supporting Parties. (c) At the time of a Transfer of any Company Claims to the a Qualified Marketmaker: (i) if such Company Claims may be voted in favor of the Plan, the Party Supporting Creditor to this Agreement must first vote such Company Claims in accordance with the requirements of this Agreement; and (ii) to the extent that a Qualified Marketmaker that is not otherwise a Party Supporting Creditor to this Agreement is eligible and entitled to vote the Company Claims acquired pursuant to this Section 8.05(a) above7, is not otherwise precluded from voting such Company Claims in favor of the Plan, and receives a separate ballot for such Company Claims, such Qualified Marketmaker shall, before the expiration of the Plan voting deadline established by the Bankruptcy Court, vote such Company Claims in favor of the Plan as contemplated hereunder. (d) Notwithstanding Section 8.027.2 hereof, to the extent that a Party Supporting Creditor to this Agreement is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title title, or interest in any Company Claim that the Qualified Marketmaker acquires from a holder of such Company Claims Claim that is not a Party Supporting Creditor to this Agreement without the requirement that the transferee execute a Transfer Agreement or be a Party Supporting Creditor hereto.

Qualified Marketmaker Exceptions. (a) Notwithstanding Section ý8.027.2, a Consenting Creditor Noteholder may Transfer any right, title, or interest in its Company 2020 Note Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker execute a Transfer Agreement or be a Party to this Agreement, on the condition that any subsequent Transfer by such Qualified Marketmaker of the right, title or interest in such Company 2020 Note Claim is to a Transferee that (A) is a Party to this Agreement at the time of such Transfer or (B) becomes a Party to this Agreement on or before the date of such Transfer by executing a Transfer Agreement pursuant to Section 8.02(b7.2(b). The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(aSection 7.4(a), including the amount and type of Company 2020 Note Claims transferred, to counsel to the Company Parties. (b) Notwithstanding Section 8.04(a7.4(a), a Qualified Marketmaker may Transfer any right, title, or interest in any Company 2020 Note Claims that it acquires from a Party to this Agreement to another Qualified Marketmaker (the “Transferee Qualified Marketmaker”) without the requirement that the Transferee Qualified Marketmaker execute a Transfer Agreement or be a Party to this Agreement, on the condition that any subsequent Transfer by such Transferee Qualified Marketmaker of the right, title, or interest in such Company 2020 Note Claims is to a Transferee that (A) is a Party to this agreement at the time of such Transfer or (B) becomes a Party to this Agreement by the date of settlement of such Transfer by executing a Transfer Agreement pursuant to Section 8.057.5. The Transferee (but not, for the avoidance of doubt, a Qualified Marketmaker) shall use commercially reasonable efforts to promptly provide notice of any Transfer made pursuant to this section 8.04(bSection 7.4(b), including the amount and type of Company 2020 Note Claims transferred, to counsel to the Company Parties. (c) At the time of a Transfer by any Party to this Agreement of any Company 2020 Note Claims to the Qualified Marketmaker: (i) i. if such Company 2020 Note Claims may be voted in favor of the Plan, the Party to this Agreement transferring its 2020 Note Claims must first vote such Company 2020 Note Claims in accordance with the requirements of this Agreement; and (ii) . to the extent that a Qualified Marketmaker that is not otherwise a Party to this Agreement is eligible and entitled to vote the Company 2020 Note Claims acquired pursuant to Section 8.05(a7.4(a) above, is not otherwise precluded from voting such Company 2020 Note Claims in favor of the Plan, and receives a separate ballot for such Company 2020 Note Claims, such Qualified Marketmaker shall, before the expiration of the Plan voting deadline established by the Bankruptcy Court, vote such Company 2020 Note Claims in favor of the Plan as contemplated hereunder. (d) Notwithstanding Section 8.027.2, to the extent that a Party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may Transfer any right, title or interest in any Company 2020 Note Claim that the Qualified Marketmaker acquires from a holder of such Company 2020 Note Claims that is not a Party to this Agreement without the requirement that the transferee execute a Transfer Agreement or be a Party hereto.