Subject in all respects to the DIP Order, on the Issue Date, (i) the net proceeds of the issuance and sale of the Notes (less the amount described in clause (ii)) will be funded into the Escrow Account and (ii) $96.0 million of the net proceeds of the Notes will be wired to the Issuer at the Issuer’s account as described on Schedule 1 attached to the Note Purchase Agreement. After the Issue Date, the Requisite Holders will direct the Trustee to direct the Escrow Agent to release funds from the Escrow Account in accordance with the terms of the Escrow Agreement and in the amounts and subject to satisfaction of the conditions described in Section 5 under the Note Purchase Agreement. Prior to the Trustee taking any action under this Section 4.23 and the Escrow Agreement, the Requisite Holders will provide the Trustee with written instructions directing the Trustee to take such action and, with respect to any beneficial owner of Notes that has signed such written instructions as a Holder, such beneficial owner of Notes shall supply to the Trustee a letter from the custodian for such beneficial owner of the Notes, with a medallion guaranteed signature, evidencing that such beneficial owner is a Holder of the Notes or such other evidence upon which the Trustee determines (in its sole and absolute discretion) it may reasonably rely. The Trustee may conclusively rely without liability on the written instructions, custodial letter and any other documents provided under this Section 4.23.