Common use of Subscription Escrow Account Funding Clause in Contracts

Subscription Escrow Account Funding. (a) Promptly, and in any event no later than the seventh (7th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall deliver to each Backstop Party a written notice (the “Funding Notice”) of: (i) the number of Subscription Shares elected to be purchased by the Rights Offering Participants in the Rights Offering and the aggregate Purchase Price therefor; (ii) the number of Subscription Shares to be issued and sold by New Intermediate Holding Company to such Backstop Party on account of the Subscription Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Backstop Party’s “Subscription Amount”); (iii) [Reserved]; (iv) the aggregate number of Unsubscribed Shares, if any, and the aggregate Purchase Price required for the purchase thereof; (v) the number of Unsubscribed Shares (based upon such Backstop Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company to such Backstop Party and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Commitment Party’s “Backstop Amount” and, together with the Subscription Amount, the “Funding Amount”); and (vi) the account information (including wiring instructions) for the escrow account to which such Backstop Party shall deliver and pay its Funding Amount (the “Subscription Escrow Account”). (a) No later than three (3) Business Days prior to the expected Effective Date (such date, the “Subscription Escrow Funding Date”), each Backstop Party shall deliver and pay its Funding Amount by wire transfer in immediately available funds in U.S. dollars into the Subscription Escrow Account in satisfaction of such Backstop Party’s Funding Commitment. The Subscription Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Backstop Parties and the Company Parties pursuant to an escrow agreement in form and substance reasonably satisfactory to the Required Backstop Parties and the Company Parties. If this Agreement is terminated in accordance with its terms, the funds held in the Subscription Escrow Account shall be released, and each Backstop Party shall receive from the Subscription Escrow Account the Cash amount actually funded to the Subscription Escrow Account by such Backstop Party, without any interest, promptly following such termination but in any event within seven (7) Business Days following such termination. The Company Parties shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Backstop Party may reasonably request.

Subscription Escrow Account Funding. (a) Promptly, and in any event no later than On the seventh (7th) Business Day following before the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall deliver to each Backstop Party a written notice Closing Date (the “Backstop Funding NoticeDate”) ), each Commitment Party shall deliver and pay an amount equal to the sum of: (i) the number aggregate purchase price for such Commitment Party’s Initial BCA Percentage of Subscription Shares elected the Minimum Allocation Rights Securities issued pursuant to be purchased by the Rights Offering Participants in the Rights Offering and the aggregate Purchase Price therefor;Minimum Allocation Rights; plus (ii) the number aggregate purchase price for the PermianCo Common Stock issuable pursuant to such Commitment Party’s exercise of Subscription Shares Rights, if any, issued to be issued and sold by New Intermediate Holding Company to such Backstop Party on account of it in the Subscription Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Backstop Party’s “Subscription Amount”);Rights Offering; plus (iii) [Reserved]; (iv) the aggregate number of Unsubscribed Shares, if any, and the aggregate Purchase Price required purchase price for the purchase thereof; (v) the number of Unsubscribed Shares (based upon such Backstop Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company to such Backstop Party and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Commitment Party’s “Backstop Amount” andFinal BCA Percentage of the Unsubscribed Securities, together with the Subscription Amount, the “Funding Amount”); and (vi) the account information (including wiring instructions) for the escrow account to which such Backstop Party shall deliver and pay its Funding Amount (the “Subscription Escrow Account”). (a) No later than three (3) Business Days prior to the expected Effective Date (such date, the “Subscription Escrow Funding Date”), each Backstop Party shall deliver and pay its Funding Amount by wire transfer in of immediately available funds in U.S. dollars into the Subscription Escrow Account in satisfaction of such Backstop Commitment Party’s Funding Backstop Commitment, including its obligations to fully exercise its Minimum Allocation Rights, and for the payment of the aggregate purchase price for Subscription Rights, if any, exercised by such Commitment Party. The Subscription Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Backstop Debtors, the Requisite Commitment Parties and the Company Parties Requisite Consenting Second Lien Creditors pursuant to an escrow agreement in form and substance reasonably satisfactory to the Required Backstop Debtors, the Requisite Commitment Parties and the Company Requisite Consenting Second Lien Creditors (or, if the Subscription Escrow Account is a segregated account of the Rights Offering Subscription Agent, such account and related procedures shall be reasonably satisfactory to the Debtors, the Requisite Consenting Second Lien Creditors and the Requisite Commitment Parties) (the “Subscription Escrow Agreement”). If this Agreement is terminated in accordance with its termsterms or the Rights Offering is terminated for any reason, the funds held in the Subscription Escrow Account shall be released, and each Backstop Commitment Party (and each other Rights Offering Participant) shall receive from the Subscription Escrow Account the Cash cash amount actually funded to the Subscription Escrow Account by such Backstop PartyCommitment Party (and each other Rights Offering Participant), without any interest, promptly following such termination but in any event within seven (7) Business Days as soon as practicable following such termination. The Company Parties shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Backstop Party may reasonably request.

Subscription Escrow Account Funding. (a) Promptly, and in any event no later than the seventh (7th) Business Day 10 days following the Equity Rights Offering Expiration TimeTime (or sooner, as directed by the Required Equity Commitment Parties and the Debtors to the Equity Rights Offering Subscription Agent), the Equity Rights Offering Subscription Agent shall deliver to each Backstop Equity Commitment Party a written notice (the “Funding Notice”) of: (i) the number of Subscription Shares elected to be purchased by the Equity Rights Offering Participants in the Equity Rights Offering and the aggregate Purchase Price therefor; (ii) the number of Subscription Shares to be issued and sold by New Intermediate Holding Company Parent to such Backstop Equity Commitment Party on account of the Subscription Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Equity Commitment Party, such Backstop Equity Commitment Party’s “Subscription Amount”); (iii) [Reserved]; (iv) the aggregate number of Unsubscribed Shares, if any, and the aggregate Purchase Price required for the purchase thereof; (viv) the number of Unsubscribed Shares (based upon such Backstop Equity Commitment Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company Parent to such Backstop Equity Commitment Party and the aggregate Purchase Price therefor (as it relates to each Backstop Equity Commitment Party, such Equity Commitment Party’s “Backstop Amount” ”, and, together with the such Equity Commitment Party’s Subscription Amount, the “Funding Amount”); and (viv) the account information (including wiring instructions) for the escrow account to which such Backstop Equity Commitment Party shall deliver and pay its Funding Amount (the “Subscription Escrow Account”). (ab) No later than three (3) Business Days prior to The Equity Commitment Parties will receive the expected Effective Date Funding Notice at least 10 days ahead of the funding date provided for therein (such date, the “Subscription Escrow Funding Date”); provided that, each Backstop (i) the Debtors shall not schedule the Subscription Escrow Funding Date to be a date earlier than three (3) Business Days prior to the anticipated Closing Date and (ii) within such ten-day notice period, the Debtors shall be permitted to amend or modify the Subscription Escrow Funding Date to a later date, so long as the extended Subscription Escrow Funding Date is at least five (5) calendar days following the date on which notice of such extension is given to the Equity Commitment Parties. Each Equity Commitment Party shall deliver and pay its Funding Amount by wire transfer (for the avoidance of doubt, Equity Commitment Parties that are Affiliates may pay their Funding Amount together by way of one or more wire transfers) in immediately available funds in U.S. dollars into the Subscription Escrow Account in satisfaction of such Backstop Equity Commitment Party’s Funding Commitment. The Subscription Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Backstop Equity Commitment Parties and the Company Parties Debtors pursuant to an escrow agreement in form and substance reasonably satisfactory to the Required Backstop Equity Commitment Parties and the Company PartiesDebtors. If this Agreement is terminated in accordance with its terms, the funds held in the Subscription Escrow Account shall be released, and each Backstop Equity Commitment Party shall receive from the Subscription Escrow Account the Cash amount actually funded to the Subscription Escrow Account by such Backstop Equity Commitment Party, without any interest, promptly following such termination but in any event within seven (7) Business Days following such termination. The Company Parties Debtors shall promptly direct the Equity Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Backstop Equity Commitment Party may reasonably request.

Subscription Escrow Account Funding. (a) Promptly, and in any event no No later than the seventh second (7th2nd) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall deliver to each Backstop Party a written notice (the “Funding Notice”) of: (i) the number of Subscription Shares elected to be purchased by the Rights Offering Participants in the Rights Offering and the aggregate Purchase Price therefor; (ii) the number of Subscription Shares to be issued and sold by New Intermediate Holding Company to such Backstop Party on account receipt of the Subscription Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Backstop Party’s “Subscription Amount”); (iii) [Reserved]; (iv) the aggregate number of Unsubscribed Shares, if any, and the aggregate Purchase Price required for the purchase thereof; (v) the number of Unsubscribed Shares (based upon such Backstop Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company to such Backstop Party and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Commitment Party’s “Backstop Amount” and, together with the Subscription Amount, the “Funding Amount”); and (vi) the account information (including wiring instructions) for the escrow account to which such Backstop Party shall deliver and pay its Funding Amount (the “Subscription Escrow Account”). (a) No later than three (3) Business Days prior to the expected Effective Date Notice (such date, the “Subscription Escrow Funding Date”), each Backstop Party Plan Sponsor shall deliver and pay its Funding Amount an amount equal to (i) the Purchase Price, multiplied by (ii) such Plan Sponsor’s Purchase Percentage of the Emergence Equity Units as set forth on Schedule 2 (as amended and restated to reflect any revisions for a Plan Sponsor Default, in each case, as contemplated by and pursuant to Section 2.3), by wire transfer in immediately available funds in U.S. dollars into the Subscription Escrow Account in satisfaction of such Backstop PartyPlan Sponsor’s Funding CommitmentEmergence Equity Purchase; provided, however, that each Plan Sponsor may elect, in its sole and absolute discretion and by written notice to the DIP Agent and the Company, and the Subscription Agent, to fund any portion of its respective Emergence Equity Purchase by agreeing to cause the DIP Agent, and directing the DIP Agent, to pay any amounts to be paid to such Plan Sponsor under the terms of the DIP Loan to Subscription Escrow Account and, upon such direction, any such amounts shall be deemed paid by such Plan Sponsor to the Subscription Escrow Account and shall be held pursuant to the terms hereof and the Subscription Escrow Agreement. The Subscription Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Backstop Parties and the Company Parties Subscription Agent, pursuant to an escrow agreement in form and substance reasonably mutually satisfactory to the Required Backstop Parties Requisite Plan Sponsors and the Company Parties(the “Subscription Escrow Agreement”). If this Agreement is terminated in accordance with its terms, the The funds held in the Subscription Escrow Account shall be released, and each Backstop Party Plan Sponsor shall receive from the Subscription Escrow Account the Cash cash amount actually funded to the Subscription Escrow Account by such Backstop PartyPlan Sponsor, without plus any interestinterest accrued thereon, promptly following the earlier to occur of (i) the termination of this Agreement in accordance with its terms and (ii) the Outside Date if, by such termination but in any event within seven (7) Business Days following such termination. The Company Parties shall promptly direct date, the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Backstop Party may reasonably requestClosing has not occurred.

Subscription Escrow Account Funding. (a) Promptly, and in any event no later than the seventh second (7th2nd) Business Day following the Rights Offering Expiration TimeTime (or sooner, as directed by the Required Commitment Parties and the Debtors to the Rights Offering Subscription Agent), the Rights Offering Subscription Agent shall deliver to each Backstop Commitment Party a written notice (the “Funding Notice”) of: (i) the number of Subscription Shares and Original Principal Amount of Subscription Notes elected to be purchased by the Rights Offering Participants in the Rights Offering and the aggregate Purchase Price therefor; (ii) the number of Subscription Shares and Original Principal Amount of Subscription Notes to be issued and sold by New Intermediate Holding Company to such Backstop Commitment Party on account of the Subscription Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Commitment Party, such Backstop Commitment Party’s “Subscription Amount”); (iii) [Reserved]; (iv) the aggregate number of Unsubscribed SharesShares and Original Principal Amount of Unsubscribed Notes, if any, and the aggregate Purchase Price required for the purchase thereof; (viv) the number of Unsubscribed Shares and Original Principal Amount of Unsubscribed Notes (based upon such Backstop Commitment Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company PCHI to such Backstop Commitment Party and the aggregate Purchase Price therefor (as it relates to each Backstop Commitment Party, such Commitment Party’s “Backstop Amount” ”, and, together with the such Commitment Party’s Subscription Amount, the “Funding Amount”); and (viv) the account information (including wiring instructions) for the escrow account to which such Backstop Commitment Party shall deliver and pay its Funding Amount (the “Subscription Escrow Account”). (ab) No later than three two (32) Business Days prior to the expected Effective Date (such date, the “Subscription Escrow Funding Date”), each Backstop Commitment Party shall deliver and pay its Funding Amount by wire transfer (for the avoidance of doubt, Commitment Parties that are Affiliates may pay their Funding Amount together by way of one or more wire transfers) in immediately available funds in U.S. dollars into the Subscription Escrow Account in satisfaction of such Backstop Commitment Party’s Funding Commitment; provided, that any Commitment Party that is a Specified Funding Party shall, as promptly as reasonably practicable or permitted in accordance with its custody requirements, deliver and pay its Funding Amount on the Closing Date by wire transfer in immediately available funds in U.S. dollars into the Company Specified Funding Account in satisfaction of the Commitment Party’s Funding Commitment; provided further any such Specified Funding Party shall have provided notice of such requirements to the Debtors at least three (3) Business Days prior to the Rights Offering Expiration Time. The Subscription Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Backstop Commitment Parties and the Company Parties Debtors pursuant to an escrow agreement in form and substance reasonably satisfactory to the Required Backstop Commitment Parties and the Company PartiesDebtors. If this Agreement is terminated in accordance with its terms, the funds held in the Subscription Escrow Account shall be released, and each Backstop Commitment Party shall receive from the Subscription Escrow Account the Cash amount actually funded to the Subscription Escrow Account by such Backstop Commitment Party, without with any interest, promptly following such termination but in any event within seven five (75) Business Days following such termination. The Company Parties Debtors shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Backstop Commitment Party may reasonably request.

Subscription Escrow Account Funding. (a) Promptly, and in any event no later than the seventh third (7th3rd) Business Day following the Equity Rights Offering Expiration TimeTime (or sooner, as directed by the Required Equity Commitment Parties and the Debtors to the Equity Rights Offering Subscription Agent), the Equity Rights Offering Subscription Agent shall deliver to each Backstop Equity Commitment Party a written notice (the “Funding Notice”) of: (i) the number of Subscription Shares elected to be purchased by the Equity Rights Offering Participants in the Equity Rights Offering and the aggregate Purchase Price therefor; (ii) the number of Subscription Shares to be issued and sold by New Intermediate Holding Company Holdings to such Backstop Equity Commitment Party on account of the Subscription Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Equity Commitment Party, such Backstop Equity Commitment Party’s “Subscription Amount”); (iii) [Reserved]the number of Direct Allocation Shares (based upon such Equity Commitment Party’s Direct Allocation Percentage) to be issued and sold by Holdings to such Equity Commitment Party on account of the Direct Allocation Commitment and the aggregate Purchase Price therefor (as it relates to each Equity Commitment Party, such Equity Commitment Party’s “Direct Allocation Amount”); (iv) the aggregate number of Unsubscribed Shares, if any, and the aggregate Purchase Price required for the purchase thereof; (v) the number of Unsubscribed Shares (based upon such Backstop Equity Commitment Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company Holdings to such Backstop Equity Commitment Party and the aggregate Purchase Price therefor (as it relates to each Backstop Equity Commitment Party, such Equity Commitment Party’s “Backstop Amount” ”, and, together with the such Equity Commitment Party’s Subscription Amount and Direct Allocation Amount, the “Funding Amount”); and (vi) the account information (including wiring instructions) for the escrow account to which such Backstop Equity Commitment Party shall deliver and pay its Funding Amount (the “Subscription Escrow Account”). (ab) No later than three (3) Business Days prior to the expected Effective Date (such date, the “Subscription Escrow Funding Date”), each Backstop Equity Commitment Party shall deliver and pay its Funding Amount by wire transfer (for the avoidance of doubt, Equity Commitment Parties that are Affiliates may pay their Funding Amount together by way of one or more wire transfers) in immediately available funds in U.S. dollars into the Subscription Escrow Account in satisfaction of such Backstop Equity Commitment Party’s Funding Commitment. The Subscription Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Backstop Equity Commitment Parties and the Company Parties Debtors pursuant to an escrow agreement (a) in form and substance reasonably satisfactory to the Required Backstop Equity Commitment Parties and the Company PartiesDebtors and (b) any provisions in the escrow agreement related to the 2016 Lender Equity Commitment Parties shall be in form and substance reasonably satisfactory to the Required Consenting 2016 Lenders. If this Agreement is terminated in accordance with its terms, the funds held in the Subscription Escrow Account shall be released, and each Backstop Equity Commitment Party shall receive from the Subscription Escrow Account the Cash amount actually funded to the Subscription Escrow Account by such Backstop Equity Commitment Party, without any interest, promptly following such termination but in any event within seven (7) Business Days following such termination. The Company Parties Debtors shall promptly direct the Equity Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Backstop Equity Commitment Party may reasonably request.

Subscription Escrow Account Funding. (a) Promptly, and in any event no later than the seventh third (7th3rd) Business Day following the Equity Rights Offering Expiration TimeTime (or sooner, as directed by the Required Equity Commitment Parties and the Debtors to the Equity Rights Offering Subscription Agent), the Equity Rights Offering Subscription Agent shall deliver to each Backstop Equity Commitment Party a written notice (the “Funding Notice”) of: (i) the number of Subscription Shares elected to be purchased by the Equity Rights Offering Participants in the Equity Rights Offering and the aggregate Purchase Price therefor; (ii) the number of Subscription Shares to be issued and sold by New Intermediate Holding Company Holdings to such Backstop Equity Commitment Party on account of the Subscription Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Equity Commitment Party, such Backstop Equity Commitment Party’s “Subscription Amount”); (iii) [Reserved]the number of Direct Allocation Shares (based upon such Equity Commitment Party’s Direct Allocation Percentage) to be issued and sold by Holdings to such Equity Commitment Party on account of the Direct Allocation Commitment and the aggregate Purchase Price therefor (as it relates to each Equity Commitment Party, such Equity Commitment Party’s “Direct Allocation Amount”); (iv) the aggregate number of Unsubscribed Shares, if any, and the aggregate Purchase Price required for the purchase thereof; (v) the number of Unsubscribed Shares (based upon such Backstop Equity Commitment Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company Holdings to such Backstop Equity Commitment Party and the aggregate Purchase Price therefor (as it relates to each Backstop Equity Commitment Party, such Equity Commitment Party’s “Backstop Amount” ”, and, together with the such Equity Commitment Party’s Subscription Amount and Direct Allocation Amount, the “Funding Amount”); and (vi) the account information (including wiring instructions) for the escrow account to which such Backstop Equity Commitment Party shall deliver and pay its Funding Amount (the “Subscription Escrow Account”). (ab) No later than three (3) Business Days prior to the expected Effective Date (such date, the “Subscription Escrow Funding Date”), each Backstop Equity Commitment Party shall deliver and pay its Funding Amount by wire transfer (for the avoidance of doubt, Equity Commitment Parties that are Affiliates may pay their Funding Amount together by way of one or more wire transfers) in immediately available funds in U.S. dollars into the Subscription Escrow Account in satisfaction of such Backstop Equity Commitment Party’s Funding Commitment. The Subscription Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Backstop Equity Commitment Parties and the Company Parties Debtors pursuant to an escrow agreement in form and substance reasonably satisfactory to the Required Backstop Equity Commitment Parties and the Company PartiesDebtors. If this Agreement is terminated in accordance with its terms, the funds held in the Subscription Escrow Account shall be released, and each Backstop Equity Commitment Party shall receive from the Subscription Escrow Account the Cash amount actually funded to the Subscription Escrow Account by such Backstop Equity Commitment Party, without any interest, promptly following such termination but in any event within seven (7) Business Days following such termination. The Company Parties Debtors shall promptly direct the Equity Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Backstop Equity Commitment Party may reasonably request.

Subscription Escrow Account Funding. (a) Promptly, and in any event no No later than the seventh fifth (7th5th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall deliver to each Backstop Commitment Party a written notice substantially in the form of Exhibit D attached hereto (the “Funding Notice”) of: (i) the (A) aggregate number of Subscription Exchange Shares with respect to which the Commitment Parties duly elected to exercise Subscription Rights pursuant to Section 2.2(a)(i), (B) the aggregate principal amount of Reinstated 1.25 Lien Notes required to be purchased assigned by the Commitment Parties to the applicable Debtors or reorganized Debtors for cancellation pursuant to Section 2.2(a)(ii), (C) the aggregate number of Rights Offering Shares (excluding the Exchange Shares and any Unsubscribed Shares) for which Subscription Rights were duly exercised, (D) the aggregate cash purchase price required to be paid by the Rights Offering Participants in consideration for the purchase of the Rights Offering Shares described in the preceding clause (C), (E) the Unsubscribed Amount and (F) the aggregate Purchase Price therefornumber of Unsubscribed Shares; (ii) (A) the number of Subscription Exchange Shares to be issued and sold by New Intermediate Holding the Company to such Backstop Commitment Party on account pursuant to Section 2.2(a)(i) and Section 2.2(a)(ii), (B) the Exchange Subscription Amount of the Subscription such Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Backstop Party’s “Subscription Amount”); (iii) [Reserved](A) the number of Rights Offering Shares such Commitment Party elected to purchase for the Cash Purchase Price in the Rights Offering pursuant to Section 2.2(a)(iii) and (B) the Cash Subscription Amount with respect thereto; (iv) (A) the aggregate number of Unsubscribed Shares, if any, Backstop Shares to be issued and sold by the aggregate Purchase Price required for Company to such Commitment Party pursuant to Section 2.2(b) and (B) the purchase thereofBackstop Cash Amount with respect thereto; (v) the number Cash Funding Amount of Unsubscribed Shares (based upon such Backstop Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company to such Backstop Party and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Commitment Party’s “Backstop Amount” and, together with the Subscription Amount, the “Funding Amount”); and (vi) the account information (including wiring instructions) for the escrow account to which such Backstop Commitment Party shall deliver and pay its Cash Funding Amount (the “Subscription Escrow Account”), and the procedures (which shall be reasonably satisfactory to the Company and the Requisite Commitment Parties) for book-entry transfer of its Exchange Subscription Amount (the “Book-Entry Transfer Procedures”). 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. (ab) No later than three (3) Business Days prior to the expected Effective Date (such date, the “Subscription Escrow Funding Date”), each Backstop Commitment Party shall deliver and pay (x) its Cash Funding Amount Amount, by wire transfer in immediately available funds in U.S. dollars into the Subscription Escrow Account Account; provided, that each Commitment Party that is not an Initial Commitment Party shall deliver and pay its Cash Subscription Amount (if any) with respect to its Cash Subscription Shares (if any) at the Rights Offering Expiration Time pursuant to the Rights Offering Procedures, and (y) its Exchange Subscription Amount, in accordance with the Book-Entry Transfer Procedures, in each case in satisfaction of such Backstop Commitment Party’s Funding CommitmentBackstop Commitment and purchase obligations (if any) pursuant to the Rights Offering. The Subscription Escrow Account shall be established with an escrow agent Escrow Agent reasonably satisfactory to the Required Backstop Requisite Commitment Parties and the Company Parties pursuant to an escrow agreement in form and substance reasonably satisfactory to the Required Backstop Requisite Commitment Parties and the Company PartiesCompany. If this Agreement is terminated in accordance with its terms, the funds held in the Subscription Escrow Account shall be released, and each Backstop Commitment Party shall receive from the Subscription Escrow Account the Cash cash amount actually funded to the Subscription Escrow Account by such Backstop Commitment Party, without any interest, together with any Reinstated 1.25 Lien Notes actually transferred in accordance with the Book-Entry Transfer Procedures, in each case promptly following such termination but in any event within seven (7) Business Days following such termination. The Company Parties shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Backstop Party may reasonably request.

Subscription Escrow Account Funding. (a) Promptly, and in any event no later than the seventh (7th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall deliver to each Backstop Party a written notice (the “Funding Notice”) of: (i) the number of Subscription Shares elected to be purchased by the Rights Offering Participants in the Rights Offering and the aggregate Purchase Price therefor; (ii) the number of Subscription Shares to be issued and sold by New Intermediate Holding Company to such Backstop Party on account of the Subscription Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Backstop Party’s “Subscription Amount”); (iii) [Reserved]; (iv) the aggregate number of Unsubscribed Shares, if any, and the aggregate Purchase Price required for the purchase thereof; (v) the number of Unsubscribed Shares (based upon such Backstop Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company to such Backstop Party and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Commitment Party’s “Backstop Amount” and, together with the Subscription Amount, the “Funding Amount”); and (vi) the account information (including wiring instructions) for the escrow account to which such Backstop Party shall deliver and pay its Funding Amount (the “Subscription Escrow Account”). (ab) No later than three (3) Business Days prior to the expected Effective Date (such date, the “Subscription Escrow Funding Date”), each Backstop Party shall deliver and pay its Funding Amount by wire transfer in immediately available funds in U.S. dollars into the Subscription Escrow Account in satisfaction of such Backstop Party’s Funding Commitment. The Subscription Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Backstop Parties and the Company Parties pursuant to an escrow agreement in form and substance reasonably satisfactory to the Required Backstop Parties and the Company Parties. If this Agreement is terminated in accordance with its terms, the funds held in the Subscription Escrow Account shall be released, and each Backstop Party shall receive from the Subscription Escrow Account the Cash amount actually funded to the Subscription Escrow Account by such Backstop Party, without any interest, promptly following such termination but in any event within seven (7) Business Days following such termination. The Company Parties shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to the information contained in the Funding Notice as any Backstop Party may reasonably request.

Subscription Escrow Account Funding. (a) Promptly, and in any event no No later than the seventh (7th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall deliver to each Backstop Party a written notice (the “Funding Notice”) of: later of (i) the number of Subscription Shares elected to be purchased by the Rights Offering Participants in the Rights Offering and the aggregate Purchase Price therefor; (ii) the number of Subscription Shares to be issued and sold by New Intermediate Holding Company to such Backstop Party on account of the Subscription Commitment and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Backstop Party’s “Subscription Amount”); (iii) [Reserved]; (iv) the aggregate number of Unsubscribed Shares, if any, and the aggregate Purchase Price required for the purchase thereof; (v) the number of Unsubscribed Shares (based upon such Backstop Party’s Backstop Commitment Percentage) to be issued and sold by New Intermediate Holding Company to such Backstop Party and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Commitment Party’s “Backstop Amount” and, together with the Subscription Amount, the “Funding Amount”); and (vi) the account information (including wiring instructions) for the escrow account to which such Backstop Party shall deliver and pay its Funding Amount (the “Subscription Escrow Account”). (a) No later than three (3) Business Days following receipt of the Funding Notice delivered at least five (5) Business Days prior to the expected Effective anticipated Closing Date and (ii) two (2) Business Days prior to the anticipated Closing Date (such date, the “Subscription Escrow Funding Date”), each Backstop Party Plan Sponsor shall deliver and pay its Funding Amount an amount equal to (x) the Purchase Price, multiplied by (y) such Plan Sponsor’s Purchase Percentage of the Emergence Equity Units as set forth on Schedule 2 (as amended and restated to reflect any revisions for a Plan Sponsor Default, in each case, as contemplated by and pursuant to Section 2.3), by wire transfer in immediately available funds in U.S. dollars into the Subscription Escrow Account in satisfaction of such Backstop PartyPlan Sponsor’s Funding CommitmentEmergence Equity Purchase; provided, however, that each Plan Sponsor may elect, in its sole and absolute discretion and by written notice to the DIP Agent and the Company, and the Subscription Agent, to fund any portion of its respective Emergence Equity Purchase by agreeing to cause the DIP Agent, and directing the DIP Agent, to pay any amounts to be paid to such Plan Sponsor under the terms of the DIP Loan to the Subscription Escrow Account and, upon such direction, any such amounts shall be deemed paid by such Plan Sponsor to the Subscription Escrow Account and shall be held pursuant to the terms hereof and the Subscription Escrow Agreement. The Subscription Escrow Account shall be established with an escrow agent reasonably satisfactory to the Required Backstop Parties and the Company Parties Subscription Agent, pursuant to an escrow agreement in form and substance reasonably mutually satisfactory to the Required Backstop Parties Requisite Plan Sponsors and the Company Parties(the “Subscription Escrow Agreement”). If this Agreement is terminated in accordance with its terms, the The funds held in the Subscription Escrow Account shall be released, and each Backstop Party Plan Sponsor shall receive from the Subscription Escrow Account the Cash cash amount actually funded to the Subscription Escrow Account by such Backstop PartyPlan Sponsor, without plus any interestinterest accrued thereon, promptly following the earlier to occur of (i) the termination of this Agreement in accordance with its terms and (ii) the Outside Date if, by such termination but in any event within seven (7) Business Days following such terminationdate, the Closing has not occurred. The Company Parties shall promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating On or prior to the information contained Subscription Escrow Funding Date, each Plan Sponsor shall deliver to Akin Gump Xxxxxxx Xxxxx & Xxxx LLP a duly executed signature page to the New Limited Liability Company Agreement for each Plan Sponsor (or Affiliate of a Plan Sponsor) that will receive New Common Equity pursuant to this Agreement or the Plan, which signature page or pages will be held in escrow until automatically released upon the Funding Notice as any Backstop Party may reasonably requestoccurrence of the Closing in accordance with the terms hereof.”