Common use of DIP Backstop Commitments Clause in Contracts

DIP Backstop Commitments. (a) In addition to the obligations set forth in Sections 5.01 and 5.02, subject to the terms and conditions set forth in this Agreement and the Term Sheet, during the Agreement Effective Period, each of the DIP Backstop Parties hereby agree, on a several and not joint basis, to backstop the New Money DIP Commitments (as defined in the Term Sheet) in the amounts set forth above such DIP Backstop Party’s name on Exhibit A to the Term Sheet; provided that (i) no failure of any DIP Backstop Party to comply with any of its backstop obligations hereunder shall prejudice the rights of any other DIP Backstop Party; and (ii) no DIP Backstop Party shall be required to fund the commitment of another DIP Backstop Party in the event such other DIP Backstop Party fails to do so (the “Breaching Party”), but may at its option do so, in whole or in part, in which case such performing DIP Backstop Party shall be entitled to all or a proportionate share, as the case may be, of the DIP Facility and related fees and put option premiums that would otherwise be issued to the Breaching Party. (b) Subject to the terms and conditions set forth in this Agreement, the DIP Documents and any documents relating to the syndication of the DIP Facility, (i) each of the DIP Backstop Parties agrees to fund the Initial Term Loans (as defined in DIP Credit Agreement) on the Closing Date (as defined in the DIP Credit Agreement) subject to satisfaction of the conditions set forth in the DIP Credit Agreement and (ii) thereafter, any remaining portion of the DIP Backstop Parties’ New Money DIP Commitments shall be reduced pro rata in an aggregate amount equal to any commitment allocated on or prior to the Syndication Date (as defined in the DIP Credit Agreement) to the other Consenting First Lien Lenders and Consenting Second Lien Noteholders that choose to participate in the DIP Facility.

DIP Backstop Commitments. (ai) In addition Each of the DIP Backstop Parties shall, and (ii) any Consenting Creditor that executes a Joinder on or before the DIP Commitment Outside Date, may, by making the appropriate election on such ▇▇▇▇▇▇▇, commit to provide (or cause any of its designees to provide) a portion of the DIP Facility in an amount relative to the obligations set forth in Sections 5.01 and 5.02First Lien Claims beneficially held2 by such Consenting Creditor as of May 19, subject to 2023 (as determined by the Ad Hoc Group Advisors, which determination shall be binding), on the terms and conditions set forth in this Agreement and the DIP Term Sheet, during with such changes as are acceptable to the Agreement Effective PeriodCompany Parties and the Required DIP Backstop Parties (any Consenting Creditor that elects to make such a commitment, a “Joining DIP Commitment Party” and, collectively, the “Joining DIP Commitment Parties”). Subject to the termination rights set forth in Section 13.02 and subject to the conditions described herein and in the DIP Term Sheet, each of the DIP Backstop Parties hereby agreeParties, on a several severally and not joint basisjointly, agrees to backstop the New Money DIP Commitments (as defined in the Term Sheet) in the amounts set forth above such DIP Backstop Party’s name on Exhibit A to the Term Sheet; provided that (i) no failure of any DIP Backstop Party to comply with any of its backstop obligations hereunder shall prejudice the rights of any other DIP Backstop Party; and (ii) no DIP Backstop Party shall be required to fund the commitment of another DIP Backstop Party in the event such other DIP Backstop Party fails to do so (the “Breaching Party”), but may at its option do so, in whole or in part, in which case such performing DIP Backstop Party shall be entitled to all or a proportionate share, as the case may be, portion of the DIP Facility and related fees and put option premiums that would otherwise be issued not provided by the DIP Backstop Parties or the Joining DIP Commitment Parties in accordance with the foregoing sentence (or cause any of its designees, including any fronting institution, to the Breaching Party. (bbackstop) Subject to in accordance with its DIP Backstop Commitment as set forth on Exhibit G attached hereto on the terms and conditions substantially as set forth in the DIP Term Sheet, with such changes as are acceptable to the Company Parties and the Required DIP Backstop Parties. In the event that after the Agreement Effective Date or, with respect to a Joining DIP Commitment Party, the date such Joining DIP Commitment Party executes a Joinder, but before the DIP Commitment Outside Date, a DIP Backstop Party or a Joining DIP Commitment Party acquires First Lien Claims from a party that has not executed a Joinder or sells First Lien Claims in accordance with this Agreement, such DIP Backstop Party or Joining DIP Commitment Party shall, with respect to such acquisitions, have the right to provide a portion of the DIP Documents and any documents relating Facility in the same amount that the seller of such First Lien Claims would have had with respect to such First Lien Claims by notifying counsel to the syndication Company Parties and the Ad Hoc Group Advisors in accordance with Section 10.01(b) hereof prior to the DIP Commitment Outside Date and, with respect to sales, no longer be obligated to provide a portion of the DIP Facility in the amount that it was required to provide with respect to the sold First Lien Claims (provided that the transferee in such sale has agreed to be obligated to provide such portion of the DIP Facility). Prior to DIP Closing Date, (i) each of the DIP Backstop Parties agrees to fund the Initial Term Loans Commitments (as defined in and any DIP Credit Agreement) on the Closing Date Premiums (as defined in the DIP Credit AgreementTerm Sheet)) subject may not be transferred by any DIP Backstop Party except to satisfaction another DIP Backstop Party, an affiliated designee of such DIP Backstop Party or any other party that executes a Joinder, and upon notice of any such transfer, the Company shall amend Exhibit G attached hereto to reflect such transfer. Upon the earlier of the conditions set forth DIP Closing Date and the termination or expiration of this Agreement in accordance with its terms prior to the closing of the DIP Credit Agreement and (ii) thereafterAgreement, any remaining portion the commitment of the DIP Backstop Parties’ New Money Parties and Joining DIP Commitments Commitment Parties to provide their respective portions of the DIP Facility pursuant to this Section 6.05 shall terminate. 2 For the avoidance of doubt, purchases that are unsettled as of such date shall be reduced pro rata in an aggregate amount equal considered to any commitment be beneficially held by the purchaser and not the seller for purposes of this Section 6.05 and the DIP Backstop Commitments set forth on Exhibit G shall be allocated on or prior to the Syndication Date (as defined in the DIP Credit Agreement) to the other Consenting First Lien Lenders and Consenting Second Lien Noteholders that choose to participate in the DIP Facilitysuch basis.