Common use of Deliverables by the Company Clause in Contracts

Deliverables by the Company. On the Effective Date, the Company shall deliver: (A) to the Backstop Purchasers such number of Backstop Purchaser Shares and Backstop Purchaser Warrants to be acquired by each Backstop Purchaser in accordance with this Agreement, in book entry form, to the account of each Backstop Purchaser (or to such other accounts as each Backstop Purchaser may designate in accordance with this Agreement) and such other number of shares and Warrants to be issued to the Backstop Purchasers as Claimholders pursuant to the Plan and the Rights Offering Procedures; (B) to the Backstop Purchasers cash in an amount equal to all Transaction Expenses that remain unpaid as of the Effective Date; (C) to the Backstop Purchasers the Commitment Premium in accordance with Section 2(b) (to the extent not previously paid pursuant to the terms of this Agreement); (D) to the Backstop Purchasers a duly executed officer’s certificate pursuant to the requirements of Section 7(a)(xi) herein; (E) to the Backstop Purchasers an executed registration rights agreement in the form attached hereto as Exhibit E (the “Registration Rights Agreement”); (F) to the Backstop Purchasers executed nomination agreements between the Company and each of (i) Oak Hill Advisors, L.P. or its affiliates, (ii) Barclays Bank PLC or its affiliates, (iii) Silver Point Capital, L.P. or its affiliates and (iv) the Independent Nomination Parties, in the applicable form attached hereto as Exhibit F (collectively, the “Nomination Agreements”); and (G) to the holders of Supporting Senior Notes (or to any other Person identified in writing to the Company by any such holder) the Supporting Note Shares (pro rata based on the amount of Supporting Senior Notes held by each such holder at such time).

Deliverables by the Company. On Upon the Effective Dateterms and subject to the conditions of this Agreement, at a Closing the Company will deliver (or cause to be delivered) the following: (a) evidence of the shares settled at such Closing credited to book-entry accounts maintained by the Company’s transfer agent, bearing the legend or restrictive notation set forth in Section 4.9, free and clear of any Liens, other than transfer restrictions under the Company’s Charter and applicable federal and state securities laws; (b) with respect to the first Closing, a certificate of the Maryland State Department of Assessments and Taxation (“MSDAT”), dated as of a recent date, to the effect that the Company is in good standing; (c) a copy of the certified copied of the Articles Supplementary evidencing that it has been filed with the MSDAT; (d) the executed Ancillary Agreements to which the Company is a party; (e) a cross receipt executed by the Company and delivered to such Purchaser certifying that it has received the Purchase Price from such Purchaser with respect to the shares settled at such Closing; (f) to the extent the shares settled at such Closing would otherwise result in the Purchaser violating the ownership restrictions in the Charter, including on an as-converted fully diluted basis, the Company shall deliver: (A) to the Backstop Purchasers will provide such number of Backstop Purchaser Shares and Backstop Purchaser Warrants to be acquired by each Backstop Purchaser in accordance with this Agreement, in book entry form, to the account of each Backstop Purchaser (or evidence reasonably acceptable to such other accounts as each Backstop Purchaser may designate that the board of directors of the Company (the “Board”) has granted a waiver of the ownership restrictions such that the settlement will not result in accordance with this Agreement) and such other number of shares and Warrants to be issued to Purchaser violating the Backstop Purchasers as Claimholders pursuant to the Plan and the Rights Offering Proceduresownership restrictions; (Bg) to the Backstop Purchasers cash in a certificate executed by an amount equal to all Transaction Expenses that remain unpaid as officer of the Effective Date; (CCompany certifying that the conditions in Sections 2.3(a) to the Backstop Purchasers the Commitment Premium in accordance with Section 2(b) (to the extent not previously paid pursuant to the terms of this Agreement); (D) to the Backstop Purchasers a duly executed officer’s certificate pursuant to the requirements of Section 7(a)(xi) herein; (E) to the Backstop Purchasers an executed registration rights agreement in the form attached hereto as Exhibit E (the “Registration Rights Agreement”); (F) to the Backstop Purchasers executed nomination agreements between the Company and each of (i) Oak Hill Advisors, L.P. or its affiliates, (ii) Barclays Bank PLC or its affiliates, (iii) Silver Point Capital, L.P. or its affiliates and (ivb) the Independent Nomination Parties, in the applicable form attached hereto as Exhibit F (collectively, the “Nomination Agreements”)have been satisfied; and (Gh) with respect to the holders first Closing, a certificate of Supporting Senior Notes the Secretary of the Company, certifying as to (or to any other Person identified in writing to the Company by any such holder1) the Supporting Note Charter and bylaws of the Company, (2) resolutions of the Board authorizing the execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including without limitation the issuance of the Purchased Shares and (pro rata based on 3) the amount incumbency of Supporting Senior Notes held by each the officers authorized to execute this Agreement and the Ancillary Agreements, setting forth the name and title and bearing the signatures of such holder at such time)officers.

Deliverables by the Company. On Upon the Effective Dateterms and subject to the conditions of this Agreement, at the Closing the Company shall deliverwill deliver (or cause to be delivered) the following: (Aa) evidence of the shares settled at the Closing credited to book-entry accounts maintained by the Backstop Purchasers such number Company’s transfer agent, bearing the legend or restrictive notation set forth in Section 4.9, free and clear of Backstop Purchaser Shares any Liens, other than transfer restrictions under the Company’s Charter and Backstop Purchaser Warrants to be acquired by each Backstop Purchaser in accordance with this Agreementapplicable federal and state securities laws; (b) a certificate of the Maryland State Department of Assessments and Taxation (“MSDAT”), in book entry formdated as of a recent date, to the account of each Backstop Purchaser (or to such other accounts as each Backstop Purchaser may designate effect that the Company is in accordance with this Agreement) and such other number of shares and Warrants to be issued to the Backstop Purchasers as Claimholders pursuant to the Plan and the Rights Offering Proceduresgood standing; (Bc) to the Backstop Purchasers cash in an amount equal to all Transaction Expenses that remain unpaid as a copy of the Effective Datecertified copy of the Articles Supplementary evidencing that it has been filed with the MSDAT; (Cd) the executed Ancillary Agreements to which the Company is a party; (e) a cross receipt executed by the Company and delivered to the Backstop Purchasers Purchaser certifying that it has received the Commitment Premium in accordance Purchase Price and the Surrendered Shares from the Purchaser with Section 2(b) (respect to the extent not previously paid pursuant to shares settled at the terms of this AgreementClosing (including the Exchange Shares); (Df) to the Backstop Purchasers a duly executed officer’s certificate pursuant extent the shares settled at the Closing would otherwise result in the Purchaser violating the ownership restrictions in the Charter, including on an as-converted fully diluted basis, the Company will provide the Purchaser evidence reasonably acceptable to the requirements Purchaser that the board of Section 7(a)(xidirectors of the Company (the “Board”) hereinhas granted a waiver of the ownership restrictions such that the settlement will not result in Purchaser violating the ownership restrictions; (Eg) to the Backstop Purchasers a certificate executed by an executed registration rights agreement in the form attached hereto as Exhibit E (the “Registration Rights Agreement”); (F) to the Backstop Purchasers executed nomination agreements between officer of the Company and each of (icertifying that the conditions in Sections 2.3(a) Oak Hill Advisors, L.P. or its affiliates, (ii) Barclays Bank PLC or its affiliates, (iii) Silver Point Capital, L.P. or its affiliates and (ivb) the Independent Nomination Parties, in the applicable form attached hereto as Exhibit F (collectively, the “Nomination Agreements”)have been satisfied; and (Gh) a certificate of the Secretary of the Company, certifying as to the holders of Supporting Senior Notes (or to any other Person identified in writing to the Company by any such holder1) the Supporting Note Charter and bylaws of the Company, (2) resolutions of the Board authorizing the execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including without limitation the issuance of the Purchased Shares and the Exchange Shares and (pro rata based on 3) the amount incumbency of Supporting Senior Notes held by each the officers authorized to execute this Agreement and the Ancillary Agreements, setting forth the name and title and bearing the signatures of such holder at such time)officers.