Common use of Funding Notice Clause in Contracts

Funding Notice. No later than the seventh (7th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Party a written notice (the “Funding Notice,” and the date of such delivery, the “Funding Notice Date”) setting forth (i) the number of HoldCo Noteholders Rights Offering Shares and the number of HoldCo Equityholders Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Per Share Purchase Price therefor in each case; (ii) the aggregate number of HoldCo Noteholders Unsubscribed Shares and the aggregate number of HoldCo Equityholders Unsubscribed Shares, if any, and the aggregate Per Share Purchase Price therefor in each case; (iii) the aggregate number of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable (based upon such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and the aggregate Per Share Purchase Price therefor; (iv) if applicable, the number of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable, such Commitment Party is subscribed for in the Rights Offerings and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Per Share Purchase Price therefor, together with such aggregate Per Share Purchase Price; and (v) subject to the last sentence of Section 2.4(b), the escrow account designated in escrow agreements satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Per Share Purchase Price for such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage of the HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and, if applicable, the aggregate Per Share Purchase Price for the HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares such Commitment Party has subscribed for in the Rights Offerings (the “Escrow Account”). The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Party may reasonably request.

Funding Notice. No later than the seventh (7th) Business Day following the Rights Offering Private Placement Expiration Time, the Rights Offering Subscription Private Placement Agent shall, on behalf of the Company, deliver to each Commitment Private Placement Party a written notice (the “Funding Notice,” ”, and the date of such delivery, the “Funding Notice Date”) setting forth (i) the number of HoldCo Noteholders Rights Offering Private Placement Shares and the number of HoldCo Equityholders Rights Offering Shares elected each Private Placement Participant is obligated to be purchased by the Rights Offering Participants, and the aggregate Per Share Purchase Price therefor in each case; (ii) the aggregate number of HoldCo Noteholders Unsubscribed Shares and the aggregate number of HoldCo Equityholders Unsubscribed Shares, if any, and the aggregate Per Share Purchase Price therefor in each case; (iii) the aggregate number of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable (based upon such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicablepurchase, and the aggregate Per Share Purchase Price therefor; (ivii) if applicable, the number of HoldCo Noteholders Rights Offering Private Placement Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable, such Commitment Private Placement Party is subscribed for in the Rights Offerings Private Placement and for which such Commitment Private Placement Party had has not yet paid to the Rights Offering Subscription Private Placement Agent the aggregate Per Share Purchase Price therefor, together with such aggregate Per Share Purchase Price; and (viii) subject to the last sentence of Section 2.4(b), the escrow account designated in escrow agreements satisfactory to the Requisite Commitment Parties Members of the Noteholder Steering Committee and the Company, each acting reasonably, to which such Commitment Private Placement Party shall deliver and pay the aggregate Per Share Purchase Price for such Commitment Private Placement Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Private Placement Percentage of the HoldCo Noteholders Unsubscribed Private Placement Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and, if applicable, the aggregate Per Share Purchase Price for the HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Private Placement Shares such Commitment Private Placement Party has subscribed for in the Rights Offerings Private Placement (the “Escrow Account”). The Company shall promptly direct the Rights Offering Subscription Private Placement Agent to provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Private Placement Party may reasonably request.

Funding Notice. No later than the seventh (7th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Party a written notice (the “Funding Notice,” and the date of such delivery, the “Funding Notice Date”) setting forth (i) the number of HoldCo Noteholders Unsecured Rights Offering Shares and the number of HoldCo Equityholders Secured Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Per Equity Share Purchase Price therefor in each case; (ii) the aggregate number of HoldCo Noteholders Unsecured Unsubscribed Shares and the aggregate number of HoldCo Equityholders Secured Unsubscribed Shares, if any, and the aggregate Per Equity Share Purchase Price therefor in each case; (iii) the aggregate number of HoldCo Noteholders Unsecured Rights Offering Shares and/or HoldCo Equityholders Secured Rights Offering Shares, as applicable (based upon such Commitment Party’s HoldCo Noteholders Unsecured Backstop Commitment Percentage and/or HoldCo Equityholders Secured Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any HoldCo Noteholders Unsecured Unsubscribed Shares and/or HoldCo Equityholders Secured Unsubscribed Shares, as applicable, and the aggregate Per Equity Share Purchase Price therefor; (iv) if applicable, the number of HoldCo Noteholders Unsecured Rights Offering Shares and/or HoldCo Equityholders Secured Rights Offering Shares, as applicable, such Commitment Party is subscribed for in the Rights Offerings and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Per Equity Share Purchase Price therefor, together with such aggregate Per Share Purchase Price; and (v) subject to the last sentence of Section 2.4(b), the escrow account designated in escrow agreements satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Per Equity Share Purchase Price for such Commitment Party’s HoldCo Noteholders Unsecured Backstop Commitment Percentage and/or HoldCo Equityholders Secured Backstop Commitment Percentage of the HoldCo Noteholders Unsecured Unsubscribed Shares and/or HoldCo Equityholders Secured Unsubscribed Shares, as applicable, and, if applicable, the aggregate Per Equity Share Purchase Price for the HoldCo Noteholders Unsecured Rights Offering Shares and/or HoldCo Equityholders Secured Rights Offering Shares such Commitment Party has subscribed for in the Rights Offerings (the “Escrow Account”). The Company shall promptly direct the Rights Offering Subscription Agent to promptly provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Party may reasonably request.

Funding Notice. No later than the seventh (7th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Party a written notice (the “Funding Notice,” and the date of such delivery, the “Funding Notice Date”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth (i) the number principal amount of HoldCo Noteholders Rights Offering Shares and the number of HoldCo Equityholders Rights Offering Shares Notes elected to be purchased by the Rights Offering Participants, and the aggregate Per Share Note Purchase Price therefor in each casetherefor; (ii) the aggregate number principal amount of HoldCo Noteholders Unsubscribed Shares and the aggregate number of HoldCo Equityholders Unsubscribed SharesNotes, if any, and the aggregate Per Share Note Purchase Price therefor in each casetherefor; (iii) the Commitment Party’s Commitment Percentage and the aggregate number principal amount of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable Notes (based upon such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicableNotes, and the aggregate Per Share Note Purchase Price therefor; (iv) if applicable, the number principal amount of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable, Notes such Commitment Party is subscribed for in the Rights Offerings Offering and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Per Share Note Purchase Price therefor, together with such (v) the aggregate Per Share Note Purchase PricePrice in respect of (iii) and (iv); and (vvi) subject to the last sentence of Section 2.4(b2.5(b), the escrow account designated in escrow agreements satisfactory reasonably acceptable to the Company and the Requisite Commitment Parties and (the Company, each acting reasonably“Escrow Account”), to which such Commitment Party shall deliver and pay the aggregate Per Share Note Purchase Price for such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage of the HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, Notes and, if applicablenot previously paid, the aggregate Per Share Note Purchase Price for the HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares Notes such Commitment Party has subscribed for in the Rights Offerings (the “Escrow Account”)Offering. The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Party may reasonably request.

Funding Notice. (A) No later than the seventh fifth (7th5th) Business Day following the Rights Offering Expiration Time, Exide, or the Rights Offering Subscription Agent shall, on behalf of the CompanyExide, shall deliver to each Commitment Backstop Party a written notice (the “Initial Funding Notice,” ”) and (B) if an Escrow Release occurs, no later than the date fifth (5th) Business Day prior to the Plan Effective Date, Exide, or the Rights Offering Subscription Agent on behalf of such deliveryExide, shall deliver to each Backstop Party an additional written notice (the “Subsequent Funding Notice DateNotice” and, together with the Initial Funding Notice, a “Funding Notice”) setting forth ), in each case of (i) the number aggregate principal amount of HoldCo Noteholders Rights Offering Shares and the number of HoldCo Equityholders Rights Offering Shares Notes elected to be purchased by the Rights Offering Participants, Participants and the aggregate Per Share Purchase Price therefor in each casetherefor; (ii) the aggregate number principal amount of HoldCo Noteholders Unsubscribed Shares and the aggregate number of HoldCo Equityholders Unsubscribed SharesBackstop Notes, if any, and the aggregate Per Share Purchase Price therefor in each casetherefor; (iii) the aggregate number principal amount of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable (based upon such Commitment Party’s HoldCo Noteholders Primary Notes and Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage, as applicable) Notes to be issued and sold by the Reorganized Company Exide to such Commitment Backstop Party on account of any HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and the aggregate Per Share Purchase Price therefor; and (iv) if applicable, the number of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable, such Commitment Party is subscribed for in the Rights Offerings and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Per Share Purchase Price therefor, together with such aggregate Per Share Purchase Price; and (v) subject to the last sentence of Section 2.4(b), the escrow account designated in escrow agreements satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably, to which such Commitment Backstop Party shall deliver and pay the aggregate Per Share Purchase Price for such Commitment Party’s HoldCo Noteholders Primary Notes and Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage of the HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and, if applicable, the aggregate Per Share Purchase Price for the HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares such Commitment Party has subscribed for in the Rights Offerings Notes (the “Backstop Escrow Account”). The Company shall promptly direct Exide, or the Rights Offering Subscription Agent to on behalf of Exide, shall as promptly as practicable provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Backstop Party may reasonably request.

Funding Notice. No later than the seventh (7th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Party a written notice (the “Funding Notice,” and the date of such delivery, the “Funding Notice Date”) setting forth (i) the number of HoldCo Noteholders Rights Offering Shares and the number of HoldCo Equityholders Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Per Share Purchase Price therefor in each case; (ii) the aggregate number of HoldCo Noteholders Unsubscribed Shares and the aggregate number of HoldCo Equityholders Unsubscribed Shares, if any, and the aggregate Per Share Purchase Price therefor in each case; (iii) the aggregate number of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable (based upon such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicableis obligated to purchase, and the aggregate Per Share Purchase Price therefor; (ivii) if applicable, the number of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable, such Commitment Party is subscribed for in the Rights Offerings Offering and for which such Commitment Party had has not yet paid to the Rights Offering Subscription Agent the aggregate Per Share Purchase Price therefor, together with such aggregate Per Share Purchase Price; and (viii) subject to the last sentence of Section 2.4(b), the escrow account designated in escrow agreements satisfactory to the Requisite Commitment Parties Members of the Noteholder Steering Committee and the Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Per Share Purchase Price for such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage of the HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and, if applicable, the aggregate Per Share Purchase Price for the HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares such Commitment Party has subscribed for in the Rights Offerings Offering (the “Escrow Account”). The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Party may reasonably request.

Funding Notice. No later than the seventh fifth (7th5th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Equity Backstop Party a written notice (the “Funding Notice,” and the date of such delivery, the “Funding Notice Date”) setting forth (i) the number of HoldCo Noteholders Rights Offering Shares and the number of HoldCo Equityholders Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Per Share Purchase Price therefor in each casetherefor; (ii) the aggregate number of HoldCo Noteholders Unsubscribed Shares and the aggregate number of HoldCo Equityholders Unsubscribed Shares, if any, and the aggregate Per Share Purchase Price therefor in each casetherefor; (iii) the Equity Backstop Party’s Equity Backstop Percentage and the aggregate number of HoldCo Noteholders Rights Offering Backstop Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable (based upon such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage, as applicable) of that date to be issued and sold by the Reorganized Company to such Commitment Party on account of any HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicableEquity Backstop Party, and the aggregate Per Share Purchase Price therefor; (iv) if applicable, the number of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable, such Commitment Equity Backstop Party is subscribed for in the Rights Offerings Offering and for which such Commitment Equity Backstop Party had not yet paid to the Rights Offering Subscription Agent the aggregate Per Share Purchase Price therefor, together with such aggregate Per Share Purchase Price; and (v) subject to the last sentence of Section 2.4(b), a segregated account maintained by the escrow account designated Rights Offering Subscription Agent for proceeds received in escrow agreements respect of the Rights Offering Backstop Commitment in accordance with terms and subject to conditions reasonably satisfactory to the Requisite Commitment Consenting Parties and the Company, each acting reasonablyCompany (“Backstop Funding Account”), to which Backstop Funding Account such Commitment Equity Backstop Party shall deliver and pay the aggregate Per Share Purchase Price for such Commitment Equity Backstop Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage of the HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and, if applicable, the aggregate Per Share Purchase Price for the HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares such Commitment Equity Backstop Party has subscribed for in the Rights Offerings (the “Escrow Account”)Offering. The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Equity Backstop Party may reasonably request.

Funding Notice. No later than the seventh (7th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Party a written notice (the “Funding Notice,” and the date of such delivery, the “Funding Notice Date”) setting forth (i) the number of HoldCo Noteholders Unsecured Rights Offering Shares and the number of HoldCo Equityholders Secured Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Per Share Purchase Price therefor in each case; (ii) the aggregate number of HoldCo Noteholders Unsecured Unsubscribed Shares and the aggregate number of HoldCo Equityholders Secured Unsubscribed Shares, if any, and the aggregate Per Share Discounted Purchase Price therefor in each case; (iii) the aggregate number of HoldCo Noteholders Unsecured Rights Offering Shares and/or HoldCo Equityholders Secured Rights Offering Shares, as applicable (based upon such Commitment Party’s HoldCo Noteholders Unsecured Backstop Commitment Percentage and/or HoldCo Equityholders Secured Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any HoldCo Noteholders Unsecured Unsubscribed Shares and/or HoldCo Equityholders Secured Unsubscribed Shares, as applicable, and the aggregate Per Share Discounted Purchase Price therefor; (iv) if applicable, the number of HoldCo Noteholders Unsecured Rights Offering Shares and/or HoldCo Equityholders Secured Rights Offering Shares, as applicable, such Commitment Party is subscribed for in the Rights Offerings and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Per Share Purchase Price therefor, together with such aggregate Per Share Purchase Price; and (v) subject to the last sentence of Section 2.4(b), the escrow account designated in escrow agreements satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Per Share Discounted Purchase Price for such Commitment Party’s HoldCo Noteholders Unsecured Backstop Commitment Percentage and/or HoldCo Equityholders Secured Backstop Commitment Percentage of the HoldCo Noteholders Unsecured Unsubscribed Shares and/or HoldCo Equityholders Secured Unsubscribed Shares, as applicable, and, if applicable, the aggregate Per Share Purchase Price for the HoldCo Noteholders Unsecured Rights Offering Shares and/or HoldCo Equityholders Secured Rights Offering Shares such Commitment Party has subscribed for in the Rights Offerings (the “Escrow Account”). The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Party may reasonably request.

Funding Notice. No later than the seventh fifth (7th5th) Business Day calendar day following the Rights Offering Subscription Expiration TimeDeadline, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Party a written notice (the “Funding Notice,” and the date of such delivery, the “Funding Notice Date”) setting forth (i) the number aggregate amount of HoldCo Noteholders Rights Offering Shares and the number of HoldCo Equityholders Rights Offering Shares Term Loans elected to be purchased funded by the Rights Offering Participants, and the aggregate Per Share Purchase Price therefor in each case; (ii) the aggregate number of HoldCo Noteholders Unsubscribed Shares and the aggregate number of HoldCo Equityholders Unsubscribed SharesBackstop Term Loans, if any, and the aggregate Per Share Purchase Price therefor in each case; (iii) the aggregate number of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable (based upon such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and the aggregate Per Share Purchase Price therefor; (iv) if applicable, the number amount of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable, Term Loans such Commitment Party is subscribed for in the Rights Offerings Offering and for which such Commitment Party had not yet paid funded; (iv) such Commitment Party’s Commitment Amount and the aggregate amount of Backstop Term Loans to be funded by such Commitment Party pursuant to Section 2.2; (v) the aggregate funding amount resulting from the sum of (a) the unfunded Rights Offering Subscription Agent Term Loans under subsection (iii) and (b) the aggregate Per Share Purchase Price thereforamount of Backstop Term Loans in subsection (iv) (such sum, together with such aggregate Per Share Purchase PriceCommitment Party’s “Funding Amount”); and (vvi) subject to the last sentence of Section 2.4(b2.5(b), the escrow segregated account designated (the “Segregated Account”) held by the Rights Offering Subscription Agent in escrow agreements satisfactory connection with the Rights Offering and subject to the Requisite Commitment Parties this Agreement and the Company, each acting reasonablyRights Offering Procedures and corresponding wire instructions, to which such Commitment Party shall deliver and pay the aggregate Per Share Purchase Price for such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage of the HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and, if applicable, the aggregate Per Share Purchase Price for the HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares such Commitment Party has subscribed for in the Rights Offerings (the “Escrow Account”)its Funding Amount. The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Party may reasonably request.

Funding Notice. No later than the seventh fifth (7th5th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Party a written notice (the “Funding Notice,” and the date of such delivery, the “Funding Notice Date”) setting forth (i) the number of HoldCo Noteholders Rights Offering Shares and the number of HoldCo Equityholders Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Per Share Purchase Price therefor in each case; (ii) the aggregate number of HoldCo Noteholders Unsubscribed Rights Offering Shares that have not been duly purchased in the Rights Offering by the Rights Offering Participants in accordance with the Rights Offering Procedures and the aggregate number of HoldCo Equityholders Unsubscribed SharesPlan, if any, and the aggregate Per Share Purchase Price therefor in each casetherefor; (iii) the aggregate number of HoldCo Noteholders Rights Offering QP Private Placement Shares and/or HoldCo Equityholders Rights Offering Sharesthat have not been duly purchased in the QP Private Placement, as applicable if any, and the aggregate Per Share Purchase Price therefor; (iv) subject to Section 2.3(g), the aggregate number of Investment Shares (based upon such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and the aggregate Per Share Purchase Price therefor; (ivv) if applicable, the number of HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable, such Commitment Party is subscribed for in the Rights Offerings Offering and for which such Commitment Party had has not yet paid to the Escrow Account or the Rights Offering Subscription Agent Agent, as applicable, and the aggregate Per Share Purchase Price therefor, together with such aggregate Per Share Purchase Price; and (vvi) subject to the last sentence of Section 2.4(b), the escrow account designated in an escrow agreements agreement satisfactory to the Requisite Commitment Parties and the Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Per Share Purchase Price for such Commitment Party’s HoldCo Noteholders Backstop Commitment Percentage and/or HoldCo Equityholders Backstop Commitment Percentage of the HoldCo Noteholders Unsubscribed Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and, if applicable, the aggregate Per Share Purchase Price for the HoldCo Noteholders Rights Offering Shares and/or HoldCo Equityholders Rights Offering Shares due from such Commitment Party has subscribed for in the Rights Offerings pursuant to clauses (iv) and (v) (the “Escrow Account”) and (vii) a segregated bank account of the Rights Offering Subscription Agent designated by the Rights Offering Subscription Agent. The Funding Notice shall include the Escrow Account Funding Date (as defined below). The Company shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the applicable Funding Notice as any Commitment Party may reasonably request.