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”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth (i) the principal amount of Rights Offering Notes elected to be purchased by the Rights Offering Participants, and the aggregate Note Purchase Price therefor; (ii) the aggregate principal amount of Unsubscribed Notes, if any, and the aggregate Note Purchase Price therefor; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount of Rights Offering Notes (based upon such Commitment Party’s Commitment Percentage) to be issued and sold by the Company to such Commitment Party on account of any Unsubscribed Notes, and the aggregate Note Purchase Price therefor; (iv) if applicable, the principal amount of Rights Offering Notes such Commitment Party is subscribed for in the Rights Offering and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Purchase Price therefor, (v) the aggregate Note Purchase Price in respect of (iii) and (iv); and (vi) subject to the last sentence of Section 2.5(b), the escrow account designated in escrow agreements reasonably acceptable to the Company and the Requisite Commitment Parties (the “Escrow Account”), to which such Commitment Party shall deliver and pay the aggregate Note Purchase Price for such Commitment Party’s Commitment Percentage of the Unsubscribed Notes and, if not previously paid, the aggregate Note Purchase Price for the Rights Offering Notes such Commitment Party has subscribed for in the Rights 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. 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 principal amount number of HoldCo Noteholders Rights Offering Notes Shares and the number of HoldCo Equityholders Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Share Purchase Price therefortherefor in each case; (ii) the aggregate principal amount number of HoldCo Noteholders Unsubscribed NotesShares and the aggregate number of HoldCo Equityholders Unsubscribed Shares, if any, and the aggregate Note Per Share Purchase Price therefortherefor in each case; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount number of HoldCo Noteholders Rights Offering Notes 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 NotesShares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and the aggregate Note Per Share Purchase Price therefor; (iv) if applicable, the principal amount number of HoldCo Noteholders Rights Offering Notes Shares and/or HoldCo Equityholders Rights Offering Shares, as applicable, such Commitment Party is subscribed for in the Rights Offering Offerings and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Per Share Purchase Price therefor, (v) the together with such aggregate Note Per Share Purchase Price in respect of (iii) and (iv)Price; and (viv) subject to the last sentence of Section 2.5(b2.4(b), the escrow account designated in escrow agreements reasonably acceptable satisfactory to the Company and the Requisite Commitment Parties (and the “Escrow Account”)Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Note 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 Notes Shares and/or HoldCo Equityholders Unsubscribed Shares, as applicable, and, if not previously paidapplicable, the aggregate Note Per Share Purchase Price for the HoldCo Noteholders Rights Offering Notes Shares and/or HoldCo Equityholders Rights Offering Shares such Commitment Party has subscribed for in the Rights OfferingOfferings (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 tenth (7th10th) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, shall deliver to each Commitment Backstop Party (to the extent applicable) 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 of (i) the principal amount of Rights Offering Notes Securities elected to be purchased by the Rights Offering Participants, Participants and the aggregate Note Purchase Price therefor; (ii) the aggregate principal amount of Holdback Securities to be purchased by all Backstop Parties; (iii) the amount of Holdback Securities to be purchased by such Backstop Party and the Purchase Price therefor as determined in accordance with Section 2.2; (iv) the aggregate amount of Unsubscribed NotesSecurities (and corresponding Participation Equity), if any, and the aggregate Note Purchase Price therefor; (iiiv) the Commitment Party’s Commitment Percentage and the aggregate principal amount of Rights Offering Notes Unsubscribed Securities (based upon such Commitment Backstop Party’s Backstop Commitment Percentage) to be issued and sold purchased by the Company to such Commitment Backstop Party on account of any Unsubscribed Notes, and the aggregate Note Purchase Price therefor; (iv) if applicable, the principal amount of Rights Offering Notes such Commitment Party is subscribed for therefor as determined in the Rights Offering and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Purchase Price therefor, (v) the aggregate Note Purchase Price in respect of (iii) and (iv)accordance with Section 2.2; and (vi) subject to the last sentence of Section 2.5(b), the escrow account designated in escrow agreements reasonably acceptable to the Company and the Requisite Commitment Parties (the “Escrow Account”), to which such Commitment Backstop Party shall deliver and pay the aggregate Note Purchase Price for such Commitment Backstop Party’s Holdback Securities and Backstop Commitment Percentage of the Unsubscribed Notes and, if not previously paid, Securities (the aggregate Note Purchase Price for the Rights Offering Notes such Commitment Party has subscribed for in the Rights Offering“Backstop Escrow Account”). The Company shall promptly direct the Rights Offering Subscription Agent to shall promptly 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 third (7th3rd) Business Day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Backstop 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 principal amount aggregate number of Rights Offering Notes Shares elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Share Purchase Price therefortherefor in each case; (ii) the aggregate principal amount number of Unsubscribed NotesShares, if any, and the aggregate Note Per Share Purchase Price therefortherefor in each case; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount number of Rights Offering Notes Unsubscribed Shares (based upon such Commitment Backstop Party’s Backstop Commitment Percentage) to be issued and sold by the Company Reorganized Chesapeake to such Commitment Backstop Party on account of any Unsubscribed Notes, and the aggregate Note Per Share Purchase Price therefor; (iv) the aggregate number of Direct Investment Shares (based upon such Backstop Party’s Backstop Commitment Percentage) to be issued and sold by Reorganized Chesapeake to such Backstop Party and the aggregate Per Share Purchase Price therefor; (v) if applicable, the principal amount number of Rights Offering Notes Shares such Commitment Backstop Party is subscribed for in the Rights Offering and for which such Commitment Backstop Party had not yet paid to the Rights Offering Subscription Agent Agent, the Per Share Purchase Price therefor and the aggregate Note Purchase Price therefor, (v) amount to be paid for the aggregate Note Purchase Price in respect of (iii) and (iv)Rights Offering Shares; and (vi) subject to the last sentence of Section 2.5(b), the escrow account designated in escrow agreements reasonably acceptable to the Company Required Backstop Parties and the Requisite Company or the segregated account described under Section 2.4(b) to which such Backstop Party shall deliver and pay the aggregate Per Share Purchase Price for such Backstop Party’s Backstop Commitment Parties Percentage of the Unsubscribed Shares, and, if applicable, the aggregate Per Share Purchase Price for the Rights Offering Shares such Backstop Party has subscribed for in the Rights Offering (the “Escrow Account”), to which such Commitment Party shall deliver and pay the aggregate Note Purchase Price for such Commitment Party’s Commitment Percentage of the Unsubscribed Notes and, if not previously paid, the aggregate Note Purchase Price for the Rights Offering Notes such Commitment Party has subscribed for in the Rights 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 Backstop 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”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth (i) the principal amount number of Rights Offering Notes Shares elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Share Purchase Price therefor; (ii) the aggregate principal amount number of Unsubscribed NotesShares, if any, and the aggregate Note Per Share Purchase Price therefor; (iii) the Commitment Equity Backstop Party’s Commitment Equity Backstop Percentage and the aggregate principal amount number of Rights Offering Notes (based upon such Commitment Party’s Commitment Percentage) Backstop Shares as of that date to be issued and sold by the Company to such Commitment Party on account of any Unsubscribed NotesEquity Backstop Party, and the aggregate Note Per Share Purchase Price therefor; (iv) if applicable, the principal amount number of Rights Offering Notes Shares such Commitment Equity Backstop Party is subscribed for in the Rights Offering and for which such Commitment Equity Backstop Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Per Share Purchase Price therefor, (v) the together with such aggregate Note Per Share Purchase Price in respect of (iii) and (iv)Price; and (viv) subject to the last sentence of Section 2.5(b2.4(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 acceptable satisfactory to the Company Requisite Consenting Parties and the Requisite Commitment Parties Company (the “Escrow Backstop Funding Account”), to which Backstop Funding Account such Commitment Equity Backstop Party shall deliver and pay the aggregate Note Per Share Purchase Price for such Commitment Equity Backstop Party’s Commitment Percentage of the Unsubscribed Notes Backstop Shares and, if not previously paidapplicable, the aggregate Note Per Share Purchase Price for the Rights Offering Notes Shares such Commitment Equity Backstop Party has subscribed for in the Rights 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”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth (i) the principal amount number of Unsecured Rights Offering Notes Shares and the number of Secured Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Equity Share Purchase Price therefortherefor in each case; (ii) the aggregate principal amount number of Unsecured Unsubscribed NotesShares and the aggregate number of Secured Unsubscribed Shares, if any, and the aggregate Note Per Equity Share Purchase Price therefortherefor in each case; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount number of Unsecured Rights Offering Notes Shares and/or Secured Rights Offering Shares, as applicable (based upon such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any Unsecured Unsubscribed NotesShares and/or Secured Unsubscribed Shares, as applicable, and the aggregate Note Per Equity Share Purchase Price therefor; (iv) if applicable, the principal amount number of Unsecured Rights Offering Notes Shares and/or Secured Rights Offering Shares, as applicable, such Commitment Party is subscribed for in the Rights Offering Offerings and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Per Equity Share Purchase Price therefor, (v) the aggregate Note Purchase Price in respect of (iii) and (iv); and (viv) subject to the last sentence of Section 2.5(b2.4(b), the escrow account designated in escrow agreements reasonably acceptable satisfactory to the Company and the Requisite Commitment Parties (and the “Escrow Account”)Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Note Per Equity Share Purchase Price for such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of the Unsecured Unsubscribed Notes Shares and/or Secured Unsubscribed Shares, as applicable, and, if not previously paidapplicable, the aggregate Note Per Equity Share Purchase Price for the Unsecured Rights Offering Notes Shares and/or Secured Rights Offering Shares such Commitment Party has subscribed for in the Rights OfferingOfferings (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 principal amount number of Rights Offering Notes Units elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Unit Purchase Price therefor; (ii) the aggregate principal amount number of Unsubscribed NotesUnits, if any, and the aggregate Note Per Unit Purchase Price therefor; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount number of Rights Offering Notes Units (based upon such Commitment Party’s Commitment Percentage) to be issued and sold by the Company to such Commitment Party on account of any Unsubscribed NotesUnits, and the aggregate Note Per Unit Purchase Price therefor; (iv) if applicable, the principal amount number of Rights Offering Notes Units such Commitment Party is subscribed for in the Rights Offering and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Per Unit Purchase Price therefor, together with such aggregate Per Unit Purchase Price; (v) the number of 4(a)(2) Backstop Commitment Units each Commitment Party is obligated to purchase, and the aggregate Note Per Unit Purchase Price in respect of (iii) and (iv)therefor; and (vi) subject to the last sentence of Section 2.5(b2.4(b), the escrow account designated in escrow agreements reasonably acceptable satisfactory to the Company and the Requisite Commitment Parties (and the “Escrow Account”)Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Note Per Unit Purchase Price for such Commitment Party’s Commitment Percentage of the Unsubscribed Notes Units, such Commitment Party’s aggregate Per Unit Purchase Price for the 4(a)(2) Backstop Commitment Units and, if not previously paidapplicable, the aggregate Note Per Unit Purchase Price for the Rights Offering Notes Units such Commitment Party has subscribed for in the Rights OfferingOffering (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.Subscription

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”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth (i) the principal amount number of Rights Offering Notes Shares elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Share Purchase Price therefortherefor in each case; (ii) the aggregate principal amount number of Unsubscribed NotesRights 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 Plan, if any, and the aggregate Note Per Share Purchase Price therefor; (iii) the Commitment Party’s Commitment Percentage aggregate number of QP Private Placement Shares that have not been duly purchased in the QP Private Placement, if any, and the aggregate principal amount Per Share Purchase Price therefor; (iv) subject to Section 2.3(g), the aggregate number of Rights Offering Notes Investment Shares (based upon such Commitment Party’s Commitment Percentage) to be issued and sold by the Reorganized Company to such Commitment Party on account of any Unsubscribed Notes, Shares and the aggregate Note Per Share Purchase Price therefor; (ivv) if applicable, the principal amount number of Rights Offering Notes Shares such Commitment Party is subscribed for in the Rights 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 Note Per Share Purchase Price therefor, (v) the together with such aggregate Note Per Share Purchase Price in respect of (iii) and (iv)Price; and (vi) subject to the last sentence of Section 2.5(b), the escrow account designated in an escrow agreements reasonably acceptable agreement satisfactory to the Company and the Requisite Commitment Parties (and the “Escrow Account”)Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Note Per Share Purchase Price for due from such Commitment Party’s Commitment Percentage Party pursuant to clauses (iv) and (v) (the “Escrow Account”) and (vii) a segregated bank account of the Unsubscribed Notes and, if not previously paid, the aggregate Note Purchase Price for the Rights Offering Notes such Commitment Party has subscribed for in Subscription Agent designated by the Rights OfferingOffering 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.

Funding Notice. No later than the seventh tenth (7th10th) Business Day day following the Rights Offering Expiration Time, the Rights Offering Subscription Agent shall, on behalf of the Company, deliver to each Commitment Party Backstop Investor 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 principal amount number of Rights Offering Notes Shares elected to be purchased by the Rights Offering Participants, and the aggregate Note Purchase Rights Offering Subscription Price therefor; (ii) the aggregate principal amount number of Unsubscribed NotesShares, if any, and the aggregate Note Common Per Share Purchase Price therefor; (iii) the Commitment PartyBackstop Investor’s Commitment Backstop Percentage and the aggregate principal amount number of Rights Offering Notes Unsubscribed Shares (based upon such Commitment Party’s Commitment Backstop Percentage) to be issued and sold by the Company to such Commitment Party on account of any Unsubscribed NotesBackstop Investor, and the aggregate Note Common Per Share Purchase Price therefor; (iv) if applicable, the principal aggregate amount of Rights Offering Notes Equity Commitments satisfied as of such time and the percentage the Equity Commitment Party is subscribed for in the Rights Offering and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Purchase Price therefor, (v) the aggregate Note Purchase Price in respect of (iii) and (iv)Percentage represented thereby; and (viv) subject to the last sentence of Section 2.5(b), the escrow account designated in the escrow agreements reasonably acceptable agreement satisfactory to the Company Requisite Equity Commitment Parties and the Requisite Commitment Parties (the “Escrow Account”)Company, each acting reasonably, to which such Commitment Party Backstop Investor shall deliver and pay the aggregate Note Common Per Share Purchase Price for such Commitment PartyBackstop Investor’s Commitment Backstop Percentage of the Unsubscribed Notes Shares and, if not previously paidapplicable, the aggregate Note Purchase Rights Offering Subscription Price for the Rights Offering Notes Shares such Equity Commitment Party has subscribed for in the Rights OfferingOffering (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 Equity 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 principal amount number of Rights Offering Notes Units elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Unit Purchase Price therefor; (ii) the aggregate principal amount number of Unsubscribed NotesUnits, if any, and the aggregate Note Per Unit Purchase Price therefor; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount number of Rights Offering Notes Units (based upon such Commitment Party’s Commitment Percentage) to be issued and sold by the Company to such Commitment Party on account of any Unsubscribed NotesUnits, and the aggregate Note Per Unit Purchase Price therefor; (iv) if applicable, the principal amount number of Rights Offering Notes Units such Commitment Party is subscribed for in the Rights Offering and for which such 20 Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Per Unit Purchase Price therefor, together with such aggregate Per Unit Purchase Price; (v) the number of 4(a)(2) Backstop Commitment Units each Commitment Party is obligated to purchase, and the aggregate Note Per Unit Purchase Price in respect of (iii) and (iv)therefor; and (vi) subject to the last sentence of Section 2.5(b2.4(b), the escrow account designated in escrow agreements reasonably acceptable satisfactory to the Company and the Requisite Commitment Parties (and the “Escrow Account”)Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Note Per Unit Purchase Price for such Commitment Party’s Commitment Percentage of the Unsubscribed Notes Units, such Commitment Party’s aggregate Per Unit Purchase Price for the 4(a)(2) Backstop Commitment Units and, if not previously paidapplicable, the aggregate Note Per Unit Purchase Price for the Rights Offering Notes Units such Commitment Party has subscribed for in the Rights OfferingOffering (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, shall deliver to each Commitment Backstop 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 of (i) the principal amount of Rights Offering Notes Securities elected to be purchased subscribed for by the Rights Offering Participants, Participants and the aggregate Note Purchase Subscription Price therefor; (ii) the aggregate principal amount of Holdback Securities to be subscribed for by all Backstop Parties and the aggregate Subscription Price therefor; (iii) the amount of Holdback Securities to be subscribed for by such Backstop Party and the Subscription Price therefor; (iv) the aggregate amount of Unsubscribed NotesSecurities (broken down by Guaranteed Notes (and associated Participation Equity) and Legacy Notes (and associated Participation Equity) before and after giving effect to the Legacy Undersubscription Rights), if any, and the aggregate Note Purchase Subscription Price therefor; (iiiv) the Commitment Party’s Commitment Percentage and the aggregate principal amount of Rights Offering Notes Unsubscribed Securities (based upon such Commitment Backstop Party’s Backstop Commitment Percentage) to be issued and sold subscribed for by the Company to such Commitment Backstop Party on account of any Unsubscribed Notes, and the aggregate Note Purchase Subscription Price therefor; (iv) if applicable, the principal amount of Rights Offering Notes such Commitment Party is subscribed for in the Rights Offering and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Purchase Price therefor, (v) the aggregate Note Purchase Price in respect of (iii) and (iv); and (vi) subject to the last sentence of Section 2.5(b), the escrow account designated in escrow agreements reasonably acceptable to the Company and the Requisite Commitment Parties (the “Escrow Account”), to which such Commitment Backstop Party shall deliver and pay the aggregate Note Purchase Subscription Price for such Commitment Backstop Party’s Rights Offering Securities, Holdback Securities and Backstop Commitment Percentage of the Unsubscribed Notes and, if not previously paid, Securities (the aggregate Note Purchase Price for the Rights Offering Notes such Commitment Party has subscribed for in the Rights Offering“Backstop Escrow Account”). The Company shall promptly direct the Rights Offering Subscription Agent to shall promptly provide any such 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”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth (i) the principal amount number of Rights Offering Notes Units elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Unit Purchase Price therefor; (ii) the aggregate principal amount number of Unsubscribed NotesUnits, if any, and the aggregate Note Per Unit Purchase Price therefor; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount number of Rights Offering Notes Units (based upon such Commitment Party’s Commitment Percentage) to be issued and sold by the Company to such Commitment Party on account of any Unsubscribed NotesUnits, and the aggregate Note Per Unit Purchase Price therefor; (iv) if applicable, the principal amount number of Rights Offering Notes Units such Commitment Party is subscribed for in the Rights Offering and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Per Unit Purchase Price therefor, together with such aggregate Per Unit Purchase Price; (v) the number of 4(a)(2) Backstop Commitment Units each Commitment Party is obligated to purchase, and the aggregate Note Per Unit Purchase Price in respect of (iii) and (iv)therefor; and (vi) subject to the last sentence of Section 2.5(b2.4(b), the escrow account designated in escrow agreements reasonably acceptable satisfactory to the Company and the Requisite Commitment Parties (and the “Escrow Account”)Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Note Per Unit Purchase Price for such Commitment Party’s Commitment Percentage of the Unsubscribed Notes Units, such Commitment Party’s aggregate Per Unit Purchase Price for the 4(a)(2) Backstop Commitment Units and, if not previously paidapplicable, the aggregate Note Per Unit Purchase Price for the Rights Offering Notes Units such Commitment Party has subscribed for in the Rights OfferingOffering (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”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth (i) the principal amount number of Rights Offering Notes Shares elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Share Purchase Price therefor; (ii) the aggregate principal amount number of Unsubscribed NotesShares, if any, and the aggregate Note Per Share Purchase Price therefor; (iii) the Commitment Equity Backstop Party’s Commitment Equity Backstop Percentage and the aggregate principal amount number of Rights Offering Notes (based upon such Commitment Party’s Commitment Percentage) Backstop Shares as of that date to be issued and sold by the Company to such Commitment Party on account of any Unsubscribed NotesEquity Backstop Party, and the aggregate Note Per Share Purchase Price therefor; (iv) if applicable, the principal amount number of Rights Offering Notes Shares such Commitment Equity Backstop Party is subscribed for in the Rights Offering Offerings and for which such Commitment Equity Backstop Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Per Share Purchase Price therefor, (v) the together with such aggregate Note Per Share Purchase Price in respect of (iii) and (iv)Price; and (viv) subject to the last sentence of Section 2.5(b2.4(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 acceptable satisfactory to the Company Requisite Equity Backstop Parties and the Requisite Commitment Parties Company (the “Escrow Backstop Funding Account”), to which Backstop Funding Account such Commitment Equity Backstop Party shall deliver and pay the aggregate Note Per Share Purchase Price for such Commitment Equity Backstop Party’s Commitment Percentage of the Unsubscribed Notes Backstop Shares and, if not previously paidapplicable, the aggregate Note Per Share Purchase Price for the Rights Offering Notes Shares such Commitment Equity Backstop Party has subscribed for in the Rights OfferingOfferings. 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 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”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth (i) the principal amount number of Rights Offering Notes elected Private Placement Shares each Private Placement Participant is obligated to be purchased by the Rights Offering Participantspurchase, and the aggregate Note Per Share Purchase Price therefor; (ii) the aggregate principal amount of Unsubscribed Notes, if any, and the aggregate Note Purchase Price therefor; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount of Rights Offering Notes (based upon such Commitment Party’s Commitment Percentage) to be issued and sold by the Company to such Commitment Party on account of any Unsubscribed Notes, and the aggregate Note Purchase Price therefor; (iv) if applicable, the principal amount number of Rights Offering Notes Private Placement Shares such Commitment Private Placement Party is subscribed for in the Rights Offering 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 Note Per Share Purchase Price therefor, (v) the together with such aggregate Note Per Share Purchase Price in respect of (iii) and (iv)Price; and (viiii) subject to the last sentence of Section 2.5(b2.4(b), the escrow account designated in escrow agreements reasonably acceptable satisfactory to the Company Requisite Members of the Noteholder Steering Committee and the Requisite Commitment Parties Company, each acting reasonably, to which such Private Placement Party shall deliver and pay the aggregate Per Share Purchase Price for such Private Placement Party’s Private Placement Percentage of the Private Placement Shares and, if applicable, the aggregate Per Share Purchase Price for the Private Placement Shares such Private Placement Party has subscribed for in the Private Placement (the “Escrow Account”), to which such Commitment Party shall deliver and pay the aggregate Note Purchase Price for such Commitment Party’s Commitment Percentage of the Unsubscribed Notes and, if not previously paid, the aggregate Note Purchase Price for the Rights Offering Notes such Commitment Party has subscribed for in the Rights Offering. 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 NoticeNotice ,” 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 principal amount number of Rights Offering Notes Units elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Unit Purchase Price therefor; (ii) the aggregate principal amount number of Unsubscribed NotesUnits, if any, and the aggregate Note Per Unit Purchase Price therefor; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount number of Rights Offering Notes Units (based upon such Commitment Party’s Commitment Percentage) to be issued and sold by the Company to such Commitment Party on account of any Unsubscribed NotesUnits, and the aggregate Note Per Unit Purchase Price therefor; (iv) if applicable, the principal amount number of Rights Offering Notes Units such Commitment Party is subscribed for in the Rights Offering and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Per Unit Purchase Price therefor, together with such aggregate Per Unit Purchase Price; (v) the number of 4(a)(2) Backstop Commitment Units each Commitment Party is obligated to purchase, and the aggregate Note Per Unit Purchase Price in respect of (iii) and (iv)therefor; and (vi) subject to the last sentence of Section 2.5(b2.4(b), the escrow account designated in escrow agreements reasonably acceptable satisfactory to the Company and the Requisite Commitment Parties (and the “Escrow Account”)Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Note Per Unit Purchase Price for such Commitment Party’s Commitment Percentage of the Unsubscribed Notes Units, such Commitment Party’s aggregate Per Unit Purchase Price for the 4(a)(2) Backstop Commitment Units and, if not previously paidapplicable, the aggregate Note Per Unit Purchase Price for the Rights Offering Notes Units such Commitment Party has subscribed for in the Rights OfferingOffering (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.. (b)

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 principal amount number of Unsecured Rights Offering Notes Shares and the number of Secured Rights Offering Shares elected to be purchased by the Rights Offering Participants, and the aggregate Note Per Share Purchase Price therefortherefor in each case; (ii) the aggregate principal amount number of Unsecured Unsubscribed NotesShares and the aggregate number of Secured Unsubscribed Shares, if any, and the aggregate Note Per Share Discounted Purchase Price therefortherefor in each case; (iii) the Commitment Party’s Commitment Percentage and the aggregate principal amount number of Unsecured Rights Offering Notes Shares and/or Secured Rights Offering Shares, as applicable (based upon such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage, as applicable) to be issued and sold by the Reorganized Company to such Commitment Party on account of any Unsecured Unsubscribed NotesShares and/or Secured Unsubscribed Shares, as applicable, and the aggregate Note Per Share Discounted Purchase Price therefor; (iv) if applicable, the principal amount number of Unsecured Rights Offering Notes Shares and/or Secured Rights Offering Shares, as applicable, such Commitment Party is subscribed for in the Rights Offering Offerings and for which such Commitment Party had not yet paid to the Rights Offering Subscription Agent the aggregate Note Per Share Purchase Price therefor, (v) the together with such aggregate Note Per Share Purchase Price in respect of (iii) and (iv)Price; and (viv) subject to the last sentence of Section 2.5(b2.4(b), the escrow account designated in escrow agreements reasonably acceptable satisfactory to the Company and the Requisite Commitment Parties (and the “Escrow Account”)Company, each acting reasonably, to which such Commitment Party shall deliver and pay the aggregate Note Per Share Discounted Purchase Price for such Commitment Party’s Unsecured Backstop Commitment Percentage and/or Secured Backstop Commitment Percentage of the Unsecured Unsubscribed Notes Shares and/or Secured Unsubscribed Shares, as applicable, and, if not previously paidapplicable, the aggregate Note Per Share Purchase Price for the Unsecured Rights Offering Notes Shares and/or Secured Rights Offering Shares such Commitment Party has subscribed for in the Rights OfferingOfferings (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.