Common use of Additional Commitment Parties Clause in Contracts

Additional Commitment Parties. Holders of Allowed Second Lien Notes Claims and Allowed Class 5B Claims may, in their sole discretion, elect to participate in the rights and obligations set forth by this Agreement as an Additional Commitment Party (to the extent they meet the qualifications set forth in the definition of such term) until the date that is twenty (20) Business Days following the Debtors’ filing of the PPA and BCA Approval Motion (the “Backstop Enrollment Outside Date”). All holders of Eligible Backstop Claims electing to become Additional Commitment Parties must execute a joinder to this Agreement pursuant to an agreement in substantially the form attached as Exhibit B hereto or otherwise in form and substance reasonably acceptable to the Company (a “Joinder Agreement”) and a joinder to the Plan Support Agreement. Any Additional Commitment Parties that become a Commitment Party pursuant to this Section 2.3(a) by 5:00 p.m. New York City time on December 30, 2016 following the execution of this Agreement (excluding any Defaulting Commitment Party) is deemed to be a “Phase Two Commitment Party”. Each Phase Two Commitment Party shall report its Phase Two Party Claim Amount, and each Additional Commitment Party shall report its Additional Commitment Party Claim Amount, to the Claims and Balloting Agent promptly after becoming a Phase Two Commitment Party or Additional Commitment Party, as the case may be, but in no event later than the Backstop Enrollment Outside Date.

Additional Commitment Parties. Holders of Allowed Second (a) The Company may allow Persons that own 1.5 Lien Notes Claims Claims, are not Initial Commitment Parties and Allowed Class 5B Claims may, are both (a) “accredited investors” (as defined in their sole discretion, elect Rule 501(a) under the Securities Act) and (b) “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) to participate in the rights and obligations set forth by join this Agreement as an additional Commitment Parties (“Additional Commitment Party (to the extent they meet the qualifications set forth in the definition of such termParties”) until November 4, 2019 without the date that is twenty (20) Business Days following the Debtors’ filing consent of the PPA and BCA Approval Motion (the “Backstop Enrollment Outside Date”). All holders of Eligible Backstop Claims electing to become Additional Commitment other Parties must execute a joinder to this Agreement pursuant to an agreement joinders to be executed by such Additional Commitment Parties and the Company, in substantially the a form attached as Exhibit B hereto or otherwise in form and substance reasonably acceptable to the Requisite Commitment Parties and the Company (a the “Joinder AgreementAdditional Commitment Party Joinders”) and a joinder ). Pursuant to the Plan Support Agreement. Any Additional Commitment Parties that become a Commitment Party pursuant to this Section 2.3(a) by 5:00 p.m. New York City time on December 30Joinders, 2016 following the execution of this Agreement (excluding any Defaulting Commitment Party) is deemed to be a “Phase Two Commitment Party”. Each Phase Two Commitment Party shall report its Phase Two Party Claim Amount, and each Additional Commitment Party may commit to (a) a Commitment Amount (such Additional Commitment Party’s “Additional Cash Commitment”) not to exceed its Pro Rata share (based on its holdings of 1.5 Lien Notes Claims) of $325,000,000, and (b) an Exchange Amount (together with an additional Commitment Amount equal to such Exchange Amount, which shall report its be added to such Additional Commitment Party’s Additional Cash Commitment); provided, in the case of clause (b), that (x) the ratio of such Additional Commitment Party’s Additional Cash Commitment to such Additional Commitment Party’s Exchange Amount shall not be less than 13.00 to 6.00; (y) such Additional Commitment Party Claim Amount, to the or its Related Purchasers shall beneficially own 1.25 Lien Notes Claims and Balloting Agent promptly after becoming a Phase Two 1.5 Lien Notes Claims in an amount sufficient such that such Additional Commitment Party or would not be a Defaulting Commitment Party; and (z) if the aggregate Exchange Amount requested by all prospective Additional Commitment Parties exceeds $33,000,000, the Exchange Amount requested by each prospective Additional Commitment Party (and the corresponding additional Commitment Amount pursuant to clause (b)) shall be reduced ratably (based on such Additional Commitment Party’s requested Exchange Amount as a share of the aggregate requested Exchange Amount of all prospective Additional Commitment Parties) so that the aggregate Exchange Amount (and corresponding additional Commitment Amount) of all Additional Commitment Parties equals $33,000,000. Notwithstanding anything to the contrary in this Agreement, as the case Company and the Requisite Commitment Parties may beamend Schedule 2 without the consent of any other Person to reflect the Commitment Amount and Exchange Amount of any Additional Commitment Parties and to adjust the Commitment Amount, but Exchange Amount, Commitment Premium and Termination Fee amounts for the Initial Commitment Parties so that the Aggregate Commitment Amount does not exceed $475,000,000 and the total Exchange Amount of all Commitment Parties (including all Additional Commitment Parties) does not exceed $150,000,000. For the avoidance of doubt, in no event later than shall any such amendment reduce (i) the Backstop Enrollment Outside DateAggregate Commitment Amount below $463,000,000 or (ii) the total Exchange Amount of all Commitment Parties below $138,000,000.

Additional Commitment Parties. Holders of Allowed Second Lien Notes Claims and Allowed Class 5B Claims may, in their sole discretion, elect to participate in the rights and obligations set forth by this Agreement as an Additional Commitment Party (to the extent they meet the qualifications set forth in the definition of such term) until the date that is twenty (20) Business Days following the Debtors’ filing of the PPA and BCA Approval Motion (the “Backstop Enrollment Outside Date”). All holders of Eligible Backstop Claims electing to become Additional Commitment Parties must execute a joinder to this Agreement pursuant to an agreement in substantially the form attached as Exhibit B hereto or otherwise in form and substance reasonably acceptable to the Company (a “Joinder Agreement”) and a joinder to the Plan Support Agreement. Any Additional Commitment Parties that become a Commitment Party pursuant to this Section 2.3(a) by 5:00 p.m. New York City time on December 30, 2016 the third (3rd) Business Day following the execution of this Agreement (excluding any Defaulting Commitment Party) is deemed to be a “Phase Two Commitment Party”. Each Phase Two Commitment Party shall report its Phase Two Party Claim Amount, and each Additional Commitment Party shall report its Additional Commitment Party Claim Amount, to the Claims and Balloting Agent promptly after becoming a Phase Two Commitment Party or Additional Commitment Party, as the case may be, but in no event later than the Backstop Enrollment Outside Date.