Common use of Escrow Account Funding Clause in Contracts

Escrow Account Funding. On the date agreed with the Requisite Commitment Parties pursuant to escrow agreements satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably (the “Escrow Account Funding Date”), each Commitment Party shall deliver and pay an amount equal to the sum of (i) the aggregate Per Equity Share Purchase Price for such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of the Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, plus (ii) the aggregate Per Common Share Equity Rights Offering Price for the Common Shares and Per Preferred Share Equity Rights Offering Price for the Preferred Shares issuable pursuant to such Commitment Party’s exercise of all the Subscription Rights issued to it (or its Affiliated Funds) in the Rights Offerings, by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Commitment Party’s Backstop Commitment and its obligation to fully exercise its Subscription Rights; provided, that in no event shall the Escrow Account Funding Date be less than four (4) Business Days after the Funding Notice Date or more than five (5) Business Days prior to the Effective Date. Notwithstanding the foregoing, all payments contemplated to be made by any Commitment Party to the Escrow Account pursuant to this Section 2.4 may instead be made, at the option of such Commitment Party, to a segregated bank account of the Rights Offering Subscription Agent designated by the Rights Offering Subscription Agent in the Funding Notice and shall be delivered and paid to such account on the Escrow Account Funding Date. For the avoidance of doubt, any Commitment Party that fails to fulfill its obligation to fully deliver and pay the aggregate Per Equity Share Purchase Price for such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of any Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, or fully exercise such Commitment Party’s Subscription Rights and duly purchase all of the Common Shares and Preferred Shares issuable to it pursuant to such exercise on the Escrow Account Funding Date, as applicable, shall be deemed a Defaulting Commitment Party.

Escrow Account Funding. On the date agreed with the Requisite Commitment Required Backstop Parties pursuant to escrow agreements satisfactory reasonably acceptable to the Requisite Commitment Required Backstop Parties and the Company, each acting reasonably Company (the “Escrow Account Funding Date”), each Commitment Backstop Party (other than those that are registered investment companies (“Investment Companies”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”)) shall deliver and pay an amount equal to the sum of (i) the aggregate Per Equity Share Purchase Price for such Commitment Backstop Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of the Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, plus (ii) the aggregate Per Common Share Equity Rights Offering Purchase Price for the Common Shares and Per Preferred Share Equity Rights Offering Price for the Preferred Shares issuable pursuant to such Commitment Backstop Party’s exercise of all the Subscription Rights issued to it (or its Affiliated Funds) in the Rights OfferingsOffering, plus (iii) the aggregate Per Share Purchase Price for the Direct Investment Shares (the “Funding Amount”), each by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Commitment Backstop Party’s Backstop Commitment and its obligation to fully exercise its Subscription Rights; provided, that in no event shall the Escrow Account Funding Date be less than four five (45) Business Days after the Funding Notice Date or more than five two (52) Business Days prior to the Plan Effective Date. Notwithstanding On the foregoingPlan Effective Date, all payments contemplated to be made each Backstop Party that is an Investment Company shall deliver and pay its respective Funding Amount by any Commitment Party to the Escrow Account pursuant to this Section 2.4 may instead be made, at the option wire transfer of such Commitment Party, immediately available funds in U.S. dollars to a segregated bank account of the Company or the Rights Offering Subscription Agent designated by the Rights Offering Subscription Agent in the Funding Notice Notice, or make other arrangements that are reasonably acceptable to the applicable Investment Company and shall be delivered the Company, in satisfaction of such Backstop Party’s Backstop Commitment and paid its obligations to such account on the Escrow Account Funding Datefully exercise its Subscription Rights. For the avoidance of doubt, any Commitment Backstop Party that fails to fulfill its obligation to fully deliver and pay the aggregate Per Equity Share Purchase Price for such Commitment Backstop Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of any Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, or fully exercise such Commitment Backstop Party’s Subscription Rights (including the Direct Investment Rights) and duly purchase all of the Common Shares and Preferred Shares issuable to it pursuant to such exercise on (i) if an Investment Company, on the Closing Date, or (ii) otherwise, on the Escrow Account Funding Date, as applicable, shall be deemed a Defaulting Commitment Backstop Party. If the Closing does not occur, all amounts deposited by the Backstop Parties in the Escrow Account or segregated account, as applicable, shall be returned to the Backstop Parties as promptly as reasonably practicable.

Escrow Account Funding. On the date agreed with the Requisite Commitment Parties pursuant to escrow agreements satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably (the “Escrow Account Funding Date”), each Commitment Party shall deliver and pay an amount equal to the sum of (i) the aggregate Per Equity Share Purchase Price for such Commitment Party’s Unsecured HoldCo Noteholders Backstop Commitment Percentage and/or Secured HoldCo Equityholders Backstop Commitment Percentage of the Unsecured HoldCo Noteholders Unsubscribed Shares and/or Secured HoldCo Equityholders Unsubscribed Shares, as applicable, plus (ii) the aggregate Per Common Share Equity Rights Offering Purchase Price for the Common Shares and Per Preferred Share Equity Rights Offering Price for the Preferred Shares issuable pursuant to such Commitment Party’s exercise of all the Subscription Rights issued to owned by it (or its Affiliated Fundsmanaged funds or accounts) in as of the Rights Offering Expiration Time pursuant to the Rights Offerings, by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Commitment Party’s Backstop Commitment and its obligation to fully exercise its Subscription Rights; provided, that in no event shall the Escrow Account Funding Date be less than four (4) Business Days after the Funding Notice Date or more than five (5) Business Days prior to the Effective Date. Notwithstanding the foregoing, all payments contemplated to be made by any Commitment Party to the Escrow Account pursuant to this Section 2.4 may instead be made, at the option of such Commitment Party, to a segregated bank account of the Rights Offering Subscription Agent designated by the Rights Offering Subscription Agent in the Funding Notice and shall be delivered and paid to such account on the Escrow Account Funding Date. For the avoidance of doubt, any Commitment Party that fails to fulfill its obligation to fully deliver and pay the aggregate Per Equity Share Purchase Price for such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of any Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, or fully exercise such Commitment Party’s Subscription Rights and duly purchase all of the Common Shares and Preferred Shares issuable to it pursuant to such exercise on the Escrow Account Funding Date, as applicable, shall be deemed a Defaulting Commitment Party.

Escrow Account Funding. On the date agreed with the Requisite Commitment Parties pursuant to escrow agreements satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably (the “Escrow Account Funding Date”), each Commitment Party shall deliver and pay an amount equal to the sum of (i) the aggregate Per Equity Share Discounted Purchase Price for such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of the Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, plus (ii) the aggregate Per Common Share Equity Rights Offering Purchase Price for the Common Shares and Per Preferred Share Equity Rights Offering Price for the Preferred Shares issuable pursuant to such Commitment Party’s exercise of all the Subscription Rights issued to it (or its Affiliated Funds) in the Rights Offerings, by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Commitment Party’s Backstop Commitment and its obligation to fully exercise its Subscription Rights; provided, that in no event shall the Escrow Account Funding Date be less than four (4) Business Days after the Funding Notice Date or more than five (5) Business Days prior to the Effective Date. Notwithstanding the foregoing, all payments contemplated to be made by any Commitment Party to the Escrow Account pursuant to this Section 2.4 may instead be made, at the option of such Commitment Party, to a segregated bank account of the Rights Offering Subscription Agent designated by the Rights Offering Subscription Agent in the Funding Notice and shall be delivered and paid to such account on the Escrow Account Funding Date. For the avoidance of doubt, any Commitment Party that fails to fulfill its obligation to fully deliver and pay the aggregate Per Equity Share Purchase Price for such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of any Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, or fully exercise such Commitment Party’s Subscription Rights and duly purchase all of the Common Shares and Preferred Shares issuable to it pursuant to such exercise on the Escrow Account Funding Date, as applicable, shall be deemed a Defaulting Commitment Party.

Escrow Account Funding. On the date agreed with fifth (5th) Business Day before the Requisite Commitment Parties pursuant to escrow agreements satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably Closing Date (the “Escrow Account Funding Date”), each Commitment Party shall deliver and pay an amount equal to the sum of (i) the aggregate Per Equity Share Purchase Price for such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of the Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, plus (ii) the aggregate Per Common Share Equity Rights Offering Purchase Price for the Common Shares and Per Preferred Share Equity Rights Offering Price for the Preferred Shares issuable pursuant to such Commitment Party’s exercise of all the Subscription Rights issued to it (or its Affiliated Funds) in the Rights Offeringsthis Agreement, by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Commitment Party’s Backstop Commitment and its obligation to fully exercise its Subscription Rights; provided, that in no event shall the Escrow Account Funding Date be less than four (4) Business Days after the Funding Notice Date or more than five (5) Business Days prior to the Effective Date. Notwithstanding the foregoing, all payments contemplated to be made by any Commitment Party to the Escrow Account pursuant to this Section 2.4 may instead be made, at the option of such Commitment Party, to a segregated bank account of the Rights Offering Subscription Agent designated by the Rights Offering Subscription Agent in the Funding Notice and shall be delivered and paid to such account on the Escrow Account Funding Date. For the avoidance of doubt, any Commitment Party that fails to fulfill fulfil its obligation to fully deliver and pay the aggregate Per Equity Share Purchase Price for such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of any Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, or fully exercise such Commitment Party’s Subscription Rights and duly purchase all of the Common Shares and Preferred Rights Offering Shares issuable to it pursuant to such exercise on the Escrow Account Funding Date, as applicable, shall be deemed a Defaulting Commitment Party.

Escrow Account Funding. On (a) No later than the date agreed with tenth (10th) day following the Requisite Commitment Parties pursuant to escrow agreements satisfactory to Rights Offering Expiration Time, the Requisite Commitment Parties and Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each acting reasonably Backstop Investor a written notice (the “Escrow Account Funding DateNotice”) setting forth (i) the number of Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Rights Offering Subscription Price therefor; (ii) the aggregate number of Unsubscribed Shares, if any, and the aggregate Common Per Share Purchase Price therefor; (iii) the Backstop Investor’s Backstop Percentage and the aggregate number of Unsubscribed Shares (based upon such Backstop Percentage) to be issued and sold by the Company to such Backstop Investor in accordance with Section 2.7(b), each and the aggregate Common Per Share Purchase Price therefor; (iv) the aggregate amount of Equity Commitments satisfied as of such time and the percentage of the Equity Commitment Party Percentage represented thereby; and (v) subject to the last sentence of Section 2.3(b), the Escrow Account, to which such Backstop Investor shall deliver and pay an amount equal to the sum of (i) the aggregate Common Per Equity Share Purchase Price for such Commitment PartyBackstop Investor’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of the Unsecured Unsubscribed Shares and/or Secured Unsubscribed Sharesrequired to be purchased by such Backstop Investor in accordance with Section 2.7(b) and, as if applicable, plus (ii) the aggregate Per Common Share Equity Rights Offering Subscription Price for the Common Shares and Per Preferred Share Equity Rights Offering Price Shares such Equity Commitment Party has subscribed for the Preferred Shares issuable pursuant to such Commitment Party’s exercise of all the Subscription Rights issued to it (or its Affiliated Funds) in the Rights Offerings, by wire transfer of immediately available funds in U.S. dollars into the Escrow Account in satisfaction of such Commitment Party’s Backstop Commitment and its obligation to fully exercise its Subscription Rights; provided, that in no event Offering. The Company shall the Escrow Account Funding Date be less than four (4) Business Days after the Funding Notice Date or more than five (5) Business Days prior to the Effective Date. Notwithstanding the foregoing, all payments contemplated to be made by any Commitment Party to the Escrow Account pursuant to this Section 2.4 may instead be made, at the option of such Commitment Party, to a segregated bank account of promptly direct the Rights Offering Subscription Agent designated by to provide any written backup, information and documentation relating to the Rights Offering Subscription Agent information contained in the applicable Funding Notice and shall be delivered and paid to such account on the Escrow Account Funding Dateas any Equity Commitment Party may reasonably request. For the avoidance of doubt, any Commitment Party that fails to fulfill its obligation to fully deliver and pay in no event shall the aggregate Per Equity Share Purchase Price for such Commitment Party’s Unsecured amount paid by any Backstop Investor pursuant to this Section 2.3(a) with respect to its Rights Offering Backstop Commitment exceed an amount equal to (i) such Backstop Investor’s Backstop Percentage and/or Secured multiplied by (ii) the Rights Offering Backstop Commitment Percentage of any Unsecured Unsubscribed Shares and/or Secured Unsubscribed Shares, as applicable, or fully exercise such Commitment Party’s Subscription Rights and duly purchase all of the Common Shares and Preferred Shares issuable to it pursuant to such exercise on the Escrow Account Funding Date, as applicable, shall be deemed a Defaulting Commitment PartyAmount.