Common use of Funding Default Clause in Contracts

Funding Default. 2.4.1 Upon the occurrence of a Funding Default, the Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but not the obligation, within five (5) Business Days after receipt of written notice from the Company to all Backstop Parties of such Funding Default, which notice shall be given promptly following the occurrence of such Funding Default and to all Backstop Parties substantially concurrently (such five (5) Business Day period, the “Replacement Period”), to elect, by written notice to the Company, to purchase all or any portion of the New Common Shares attributable to such Defaulting Backstop Party’s Backstop Obligation (such purchase, a “Replacement Purchase”) on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed upon by all of the non-defaulting Backstop Parties that elect to purchase all or any portion of the New Common Shares attributable to such Defaulting Backstop Party, or, if no such agreement is reached by the date upon which the Replacement Period expires, based upon each such electing Backstop Party’s Backstop Percentage of the aggregate number of New Common Shares that have not been purchased as a result of such Funding Default (such Backstop Parties, the “Replacing Backstop Parties”). The purchase price paid by any Replacing Backstop Party in connection with a Replacement Purchase shall be equal to the applicable Purchase Price. Within one (1) Business Day from delivery of written notice of a Funding Default, electing Backstop Parties will fund the Subscription Account with the additional Purchase Price with respect to the Replacement Purchase. 2.4.2 If a Backstop Party is a Defaulting Backstop Party, it shall not be entitled to any of the Backstop Commitment Premium hereunder. 2.4.3 Other than as set forth in Section 2.4.1, nothing in this Agreement shall require any Backstop Party to purchase more than its Backstop Obligation. 2.4.4 Notwithstanding anything to the contrary set forth in Section 8.12 but subject to Section 8.14, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder, or limit the availability of the remedies set forth in Section 8.15 or otherwise available to the non-defaulting parties hereto, in connection with any such Backstop Party’s Funding Default.

Funding Default. 2.4.1 Upon the occurrence of a Funding Default, the Backstop Parties (other than any Defaulting Backstop Party) shall have the right, but not the obligation, within five three (53) Business Days after receipt of written notice from the Company to all Backstop Parties of such Funding Default, which notice shall be given promptly following the occurrence of such Funding Default and to all Backstop Parties substantially concurrently (such five three (53) Business Day period, the “Replacement Period”), to elect, by written notice to the Company, to purchase all or any portion of the New Common Shares Convertible Preferred Stock attributable to such Defaulting Backstop Party’s Backstop Obligation or Subscription Rights (such purchase, a “Replacement Purchase”) on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed upon by all of the non-defaulting Backstop Parties that elect to purchase all or any portion of the New Common Shares Convertible Preferred Stock attributable to such Defaulting Backstop PartyParty (such Backstop Parties, the “Replacing Backstop Parties”), or, if no such agreement is reached by the date upon which the Replacement Period expires, the pro rata amount, based upon each such electing Replacing Backstop Party’s Backstop Percentage to the aggregate Backstop Percentages of all the Replacing Backstop Parties, of the aggregate number of New Common Shares Convertible Preferred Stock that have not been purchased as a result of such Funding Default (such Backstop Parties, the “Replacing Backstop Parties”)Default. The purchase price paid by any Replacing Backstop Party for shares of New Convertible Preferred Stock in connection with a Replacement Purchase (the “Replacement Purchase Payment Amount”) shall be equal to the applicable Purchase Priceportion of the Subscription Price and/or the Backstop Commitment of the Defaulting Backstop Party. Within one (1) Business Day from delivery of written notice of a Funding Default, any electing Backstop Parties will fund the Subscription Account with the additional Replacement Purchase Price with respect to the Replacement PurchasePayment Amount. 2.4.2 If a Backstop Party is a Defaulting Backstop Party, it shall not be entitled to any of the Backstop Commitment Premium hereunder. 2.4.3 Other than as set forth in Section 2.4.1, nothing in this Agreement shall require any Backstop Party to purchase more than its Backstop Obligation. 2.4.4 Notwithstanding anything to the contrary set forth in Section 8.12 but subject to Section 8.14, no provision of this Agreement shall relieve any Defaulting Backstop Party from liability hereunder, or limit the availability of the remedies set forth in Section 8.15 or otherwise available to the non-defaulting parties hereto, in connection with any such Backstop Party’s Funding Default.