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 (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 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 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”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth (i) the principal aggregate amount of Rights Offering Notes Term Loans elected to be purchased funded by the Rights Offering Participants, and the aggregate Note Purchase Price therefor; (ii) the aggregate principal amount number of Unsubscribed NotesBackstop Term Loans, 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 Term Loans 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 funded; (iv) such Commitment Party’s Commitment Amount and the aggregate Note Purchase Price therefor, amount of Backstop Term Loans to be funded by such Commitment Party pursuant to Section 2.2; (v) the aggregate Note Purchase Price in respect funding amount resulting from the sum of (a) the unfunded Rights Offering Term Loans under subsection (iii) and (b) the amount of Backstop Term Loans in subsection (iv) (such sum, such Commitment Party’s “Funding Amount”); and (vi) subject to the last sentence of Section 2.5(b), the escrow segregated account designated in escrow agreements reasonably acceptable to the Company and the Requisite Commitment Parties (the “Escrow Segregated Account”)) held by the Rights Offering Subscription Agent in connection with the Rights Offering and subject to this Agreement and the Rights Offering Procedures and corresponding wire instructions, 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 Offeringits 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 (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 (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 elected Shares each Commitment Party 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 Shares such Commitment Party is subscribed for in the Rights Offering and for which such Commitment Party had has 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 (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 (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 Backstop Commitment Percentage of the Unsubscribed Notes Shares and, if not previously paidapplicable, the aggregate Note Per Share Purchase Price for the Rights Offering Notes Shares 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 (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 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 (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 (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.

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”) (which may be delivered by email to any Commitment Party at the email address provided by such Commitment Party) setting forth ), in each case of (i) the aggregate principal amount of Rights Offering Notes elected to be purchased by the Rights Offering Participants, Participants and the aggregate Note Purchase Price therefor; (ii) the aggregate principal amount of Unsubscribed Backstop 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 Primary Notes (based upon such Commitment Party’s Commitment Percentage) and Backstop Notes to be issued and sold by the Company Exide to such Commitment Backstop Party on account of any Unsubscribed Notes, and the aggregate Note Purchase Price therefor; and (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 Price for such Commitment Party’s Commitment Percentage of Primary Notes and Backstop Notes (the Unsubscribed Notes and“Backstop Escrow Account”). Exide, 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 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 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 number of Rights Offering Notes Shares elected to be purchased by the Rights Offering Participants, Participants and the aggregate Note Purchase Price therefor; (ii) the aggregate principal amount number of Unsubscribed NotesShares, if any, and the aggregate Note Purchase Price therefor; (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 to such Commitment Backstop Party on account of any Unsubscribed Notes, and the aggregate Note Purchase Price therefortherefor (the “Funding Amount”); (iv) if applicable, the principal amount of Rights Offering Notes such Commitment Party is subscribed wire instructions for in the Rights Offering and for a segregated escrow account to which such Commitment Backstop Party had not yet paid shall deliver the Funding Amount (the “Backstop Escrow Account”); and (v) an estimate of the deadline for delivery of the Funding Amount, which deadline shall be no earlier than five (5) Business Days before the expected Effective Date (the “Funding Deadline”). The Company shall cause an additional notice of the Funding Deadline (“Additional Funding Notice”) to be provided after the Confirmation Order has been entered by the Bankruptcy Court; provided that the Funding Deadline shall be a minimum of five (5) Business Days after the date of such Additional Funding Notice. 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 or Additional 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 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)