Common use of Obligations of Qualified Marketmaker Clause in Contracts

Obligations of Qualified Marketmaker. Notwithstanding the foregoing clause (a) of this Section 5, if at the time of a proposed Transfer of such Claims or Interests to a Qualified Marketmaker, such Claims or Interests (x) may be voted on the Plan, the proposed transferor Consenting Noteholder Lender or Consenting Lender, as applicable, must first vote such Claims or Interests in accordance with Section 3(a)(3) or Section 3(b)(3), as applicable, or (y) have not yet been and may not yet be voted on the Plan and such Qualified Marketmaker does not Transfer such Claims or Interests to a subsequent transferee prior to the third (3rd) Business Day prior to the expiration of the applicable voting deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the transfer documentation to the Qualified Marketmaker shall have provided that it shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Noteholder or Consenting Lender, as applicable, with respect to such Claims or Interests in accordance with the terms hereof (including the obligation to vote in favor the Plan); provided, that, the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Noteholder or Consenting Lender, as applicable, with respect to such Claims or Interests at such time that the transferee of such Claims or Interests becomes a Consenting Noteholder or Consenting Lender, as applicable, with respect to such Claims or Interests.

Obligations of Qualified Marketmaker. (i) Notwithstanding anything to the foregoing clause contrary in this Agreement, a Consenting Creditor may Transfer Consenting Claims to an entity that is acting solely in its capacity as a Qualified Marketmaker without the requirement that such Qualified Marketmaker is or becomes an entity identified in Sections 3(b)(i) or 3(b)(ii) hereof (aa “Permitted Transferee”); provided, that (i) of this Section 5any such Qualified Marketmaker may only subsequently Transfer the right, if title or interest to such Consenting Claims to a transferee that is or becomes a Permitted Transferee at the time of a proposed Transfer of such Claims or Interests Transfer, (ii) subject to a Qualified Marketmaker, such Claims or Interests (x) may be voted on the Plan, the proposed transferor Consenting Noteholder Lender or Consenting Lender, as applicable, must first vote such Claims or Interests in accordance with Section 3(a)(3) or Section 3(b)(3), as applicable, or (y) have not yet been and may not yet be voted on the Plan and such Qualified Marketmaker does not Transfer such Claims or Interests to a subsequent transferee prior to the third (3rd) Business Day prior to the expiration of the applicable voting deadline (such date, the “Qualified Marketmaker Joinder Date”3(e)(ii), such Qualified Marketmaker must subsequently Transfer the right, title or interest to such Consenting Claims within five (5) Business Days of (1) with respect to the Secured Loans, execution of the trade agreement evidencing the proposed Transfer and (2) with respect to the Senior Notes, the closing of the trade effectuating the Transfer, to a transferee described in Sections 3(b)(i) or 3(b)(ii) that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor of such Qualified Marketmaker, (iii) the trade agreement or other trade documentation between such Consenting Creditor and such Qualified Marketmaker shall be required to contain a covenant providing for the requirement in the preceding clause (i), and (iv) both the transfer documentation to transferor and the Qualified Marketmaker shall have must deliver notice of such Transfer as promptly as practicable, but in any event no later than the earlier of two (2) Business Days after (1) with respect to the Secured Loans, execution of the trade agreement or other trade documentation evidencing the proposed Transfer and (2) with respect to the Senior Notes, the closing of the trade effectuating the Transfer, to (A) Weil and (B) Xxxxxx (provided that it shall), on the first (1st) Business Day immediately following timely delivery of such notice of Transfer by either the transferor or the Qualified Marketmaker Joinder Date, become a Consenting Noteholder or Consenting Lender, as applicable, with respect to such Claims or Interests in accordance with the terms hereof (including the obligation to vote in favor the Planshall be deemed effective for purposes of this Section 3(e)(i); provided, thatfurther, that notwithstanding anything to the contrary in this Agreement, to the extent that a Consenting Creditor, acting in its capacity as a Qualified Marketmaker, acquires any Claims from a holder of such Claims that is not a Consenting Creditor, such Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Noteholder or Consenting Lender, as applicable, with respect to may Transfer such Claims or Interests at such time without the requirement that the transferee of such Claims be or Interests becomes become a Consenting Noteholder or Consenting Lender, as applicable, with respect to such Claims or InterestsCreditor).

Obligations of Qualified Marketmaker. Notwithstanding the foregoing clause (a) of this Section 5, if If at the time of a proposed Transfer of such Claims or Interests to a Qualified Marketmaker, such Claims or Interests (xi) may be voted on the Plan, the proposed transferor Consenting Noteholder Lender or Consenting Lender, as applicable, Creditor must first vote such Claims or Interests in accordance with Section 3(a)(33(a) or Section 3(b)(3), as applicable, hereof or (yii) have not yet been and may not yet be voted on the Plan and such Qualified Marketmaker does not Transfer such Claims or Interests to a subsequent transferee prior to the third (3rd) Business Day business day prior to the expiration of the applicable voting deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the transfer documentation to the Qualified Marketmaker shall have provided that it shall), on the first (1st) Business Day business day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Noteholder or Consenting Lender, as applicable, Creditor with respect to such Claims or Interests in accordance with the terms hereof (including the obligation to vote in favor of the Plan)) and shall vote in favor of the Plan in accordance with the terms hereof; provided, that, provided that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Noteholder or Consenting Lender, as applicable, Creditor with respect to such Claims or Interests at such time that the transferee of such Claims or Interests becomes a Consenting Noteholder or Consenting Lender, as applicableCreditor, with respect to such Claims or InterestsClaims.

Obligations of Qualified Marketmaker. Notwithstanding the foregoing clause (a) of this Section 5, if If at the time of a proposed Transfer of such Loan Claims or Interests to a Qualified Marketmaker, such Loan Claims or Interests (xi) may be voted on the Acceptable Plan, the proposed transferor Consenting Noteholder Lender or Consenting Lender, as applicable, must first vote such Loan Claims or Interests in accordance with Section 3(a)(32(a) or Section 3(b)(3), as applicable, or (yii) have not yet been and may not yet be voted on the Acceptable Plan and such Qualified Marketmaker does not Transfer such Claims or Loan Claimsor Interests to a subsequent transferee prior to the third (3rd) Business Day prior to the expiration of the applicable voting deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the transfer documentation to the Qualified Marketmaker shall have provided that it shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Noteholder or Consenting Lender, as applicable, Lender with respect to such Loan Claims or Interests in accordance with the terms hereof (including the obligation to vote in favor of the Acceptable Plan)) and shall vote in favor of the Acceptable Plan in accordance with the terms hereof; provided, provided that, the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Noteholder or Consenting Lender, as applicable, Lender with respect to such Loan Claims or Interests at such time that the transferee of such Loan Claims or Interests becomes a Consenting Noteholder or Consenting Lender, as applicable, with respect to such Claims or InterestsLoan Claims.

Obligations of Qualified Marketmaker. Notwithstanding the foregoing clause (a) of this Section 5, if If at the time of a proposed Transfer of such Claims or Interests to a Qualified Marketmaker, such Claims or Interests (xi) may be voted on the Acceptable Plan, the proposed transferor Consenting Noteholder Lender or Consenting Lender, as applicable, must first vote such Claims or Interests in accordance with Section 3(a)(32(a) or Section 3(b)(3), as applicable, or (yii) have not yet been and may not yet be voted on the Acceptable Plan and such Qualified Marketmaker does not Transfer such Claims or Interests to a subsequent transferee prior to the third (3rd) Business Day prior to the expiration of the applicable voting deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the transfer documentation to the Qualified Marketmaker shall have provided that it shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Noteholder or Consenting Lender, as applicable, Lender with respect to such Claims or Interests in accordance with the terms hereof (including the obligation to vote in favor of the Acceptable Plan)) and shall vote in favor of the Acceptable Plan in accordance with the terms hereof; provided, provided that, the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Noteholder or Consenting Lender, as applicable, Lender with respect to such Claims or Interests at such time that the transferee of such Claims or Interests becomes a Consenting Noteholder or Consenting Lender, as applicable, with respect to such Claims or InterestsClaims.

Obligations of Qualified Marketmaker. Notwithstanding If, during the foregoing clause (a) of this Section 5Support Period, if and at the time of a proposed Transfer of such Claims or Interests to a Qualified Marketmaker, such Claims or Interests (xi) may be voted on the Plan, the proposed transferor Consenting Supporting Noteholder Lender or Consenting Lender, as applicable, must first vote such Claims or Interests in accordance with Section 3(a)(33(a) or Section 3(b)(3), as applicable, or (yii) have not yet been and may not yet be voted on the Plan and such Qualified Marketmaker does not Transfer such Claims or Interests to a subsequent transferee prior to the third (3rd) Business Day prior to the expiration of the applicable voting deadline Voting Deadline (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the transfer documentation to the Qualified Marketmaker shall have provided that it shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Supporting Noteholder or Consenting Lender, as applicable, with respect to such Claims or Interests in accordance with the terms hereof (including the obligation to vote in favor of the Plan)) and shall vote in favor of the Plan in accordance with Section 3(a) hereof; provided, that, the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Supporting Noteholder or Consenting Lender, as applicable, with respect to such Claims or Interests at such time that the transferee of such Claims or Interests becomes a Consenting Noteholder or Consenting Lender, as applicableSupporting Noteholder, with respect to such Claims or InterestsClaims.