Replacement of Defaulted Backstop Commitments Sample Clauses

Replacement of Defaulted Backstop Commitments. Upon the occurrence of a Backstop Party Default, Parent shall send a written notice (a “Shortfall Notice”) to the Backstop Parties (other than a Defaulting Backstop Party) (the “Remaining Backstop Parties”) of (a) such Backstop Party Default, and (b) the amount of the Defaulting Backstop Party’s Backstop Commitment (the “Unfunded Backstop Commitment”). The Remaining Backstop Parties shall have the right, but not the obligation, within ten (10) Business Days from receipt of the Shortfall Notice (the “Backstop Replacement Period”) to elect to purchase, or elect for a Qualified Affiliate of a Remaining Backstop Party to purchase, all or a portion of the Unfunded Backstop Commitment (such electing Remaining Backstop Party, a “Backstop Replacement Party”), each on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed by the Backstop Parties electing to purchase all or any portion of such Unfunded Backstop Commitment, or, if no such agreement is reached, based on the relative Backstop Commitment Percentages of such Backstop Replacement Parties. If the total amount of the Unfunded Backstop Commitment is re-allocated to a Backstop Replacement Party (or combination of Backstop Replacement Parties), Schedule I hereto shall be updated by the Backstop Parties solely to reflect the Backstop Commitment Percentage of the Backstop Commitment that shall apply to each such Backstop Replacement Party, and the reduction of the Defaulting Backstop Party’s Backstop Commitment Percentage. In performing this Agreement, the Company may rely solely on the most current Schedule I. As used herein, the term “Backstop Party Default” shall mean the material breach by any Backstop Party of any provision applicable to it under this Agreement, including the failure to timely fund such Backstop Party’s Initial Subscription Amount and/or Backstop Commitment, and any such defaulting Backstop Party shall be referred to as a “Defaulting Backstop Party”. Notwithstanding anything to the contrary in this Agreement, including any election by a Remaining Backstop Party to become a Backstop Replacement Party, each Defaulting Backstop Party will be liable for the consequences of its breach and each Party may enforce its rights to money damages and/or specific performance against such Defaulting Backstop Party.