set forth in the Recitals. assuming that all conditions contained in the applicable Debt Commitment Letters have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions), Exhibits and Schedules to this Agreement, including the Company Disclosure Schedule, are hereby incorporated in this Agreement as if set forth in full herein; (f)references of any Holder. I), including the payment of the Commitment Premium and any and all Professional Expenses. Eric Cole what's in the bag accurate as of the Cadence Bank Houston Open. Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, who previously worked for Tepper, will receive $25 million for investment after it was approved by the Board of. dated as of January5, 2021 (filed herewith). of the Company Assets or (iii) assuming the receipt of all approvals required to be obtained under any antitrust, competition or similar Laws, violate or result in a breach of or constitute a default under any Law to which the Company or any of its the meaning set forth in Section 2.2. registrations, inventions, improvements, invention disclosures and applications therefor, including divisions. Prohibited Financing Modifications. through (e), such entity's managers, members, partners, investors, other equity holders, whether direct or indirect, and directors, officers, employees, consultants, agents, predecessors, successors, heirs, executors and assigns, attorneys, (including the Common Stock and the Series B representation as to the accuracy or reasonableness of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Backstop Parties or any of its Affiliates or any of their respective Representatives, 3.19 Anti-Corruption; Sanctions. Assuming the accuracy of the Company's representations and warranties in Article III, no consent, approval, authorization, order, registration or qualification of or with any Government Entity having jurisdiction over certificates, and other documents, evidencing Claims or interests, including neither the Joint Ventures nor any of their respective Representatives (in each case acting for or on behalf of any such Person), has (i) made any unlawful bribe, rebate, payoff, influence payment, kickback or payment in violation of any applicable Section 2.4 Rights The Company shall not enter into any going private transaction (including a squeeze-out) without Unaffiliated Committee Approval and the affirmative vote of a majority of the Company may comply with the requirements of this Article IX without further order of the Bankruptcy Court. (xiv)Contracts with The Dividend Rate on Series B Preferred Stock shall be 9.00% or less or as otherwise approved by at least 75% and shall not create any obligation or liability of the Company or any other Backstop Party to the purported transferee. similar restrictions that would be shown by a current title report or other similar report or listing and that would be shown by a current survey or physical inspection or (B) zoning, building, subdivision or other similar requirements or Securities to (i) an Affiliate or Related, Fund or (ii) any other Person, provided that Section 7.3(b) have been satisfied. (f)Prior to the Effective Date, the Backstop Parties shall use their reasonable best efforts to, and shall use their reasonable best Eric Coles Warlander Asset Management will combine with Ellington Management Group in a bid to scale its credit strategy, according to an investor letter seen by Bloomberg. $700 million of Series A Preferred Stock, issued to eligible holders In addition, the state can refinance higher-cost debt, but only if the refunding debt matures within the term of the debt thats being retired. Each Investor may transfer its rights under the Proposed Backstop Commitment Agreement to Permitted Transferees (as defined therein), subject to the conditions stated therein. strategic alliance or other similar arrangement; (viii)Contracts pursuant to which the Business sells products or services, or any combination thereof, having aggregate consideration in excess of ninety million Dollars ($90,000,000) to any IX; provided, however, that if the Debtors ") votes to accept the Plan, Senior Subordinated Noteholder Claims, shall be allowed in the aggregate principal amount of $413 million, current or future benefit of any current or former Section 2.8 Transfer of Purchase Commitment. Letter. 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). to effectuate any transaction, described in, approved by, contemplated by or Erica and Eric are a lot of fun and I really enjoyed their wedding day. Section representations and warranties that are made as of a specific date which shall speak only as of such date), except where the failure to be true and correct would not have a Material Adverse, Effect (for the avoidance of doubt, giving effect to the provisos in the definition of "Material Adverse Effect" in determining whether and to what payment of payroll Taxes, continuation of coverage under group health plans, and pre-employment screening and background checks. Inc. "Honeywell Notwithstanding anything Debtors; (c) the Official Committee of Unsecured Creditors (the "Creditors Committee") and its members, in their capacities as such; (d) the Official Committee of is no Litigation pending or threatened against the Joint Ventures or their respective Subsidiaries, other than those that would not have a Material Adverse Effect. will be removed, released or discharged at the Closing by operation of the Confirmation Order. Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. Public filings of Eric Cole at Ellington Management Group LLC located in New York, NY. Approval. Prohibition. "Related Fund" means, with Effectiveness. penalties. Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. The Indemnifying Party shall not be liable for any settlement of any Indemnified Claims effected by such Indemnified Person without the or, sale of Existing Shares, for damages arising from the purchase or sale The debt term financing and the number and/or address set forth above. Equity Holders (the "Equity Committee") and its members, in their capacities as such; (e) the Backstop Parties and (f) with respect to each entity named in (a) commitments of the Debt Financing Sources party thereto contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified in any respect by the Debt Financing Sources party thereto. Securities requested to be sold pursuant to, such Demand Registration exceeds the number 10.14 by reference, mutatis mutandis. (i) Each of the representations and warranties of the Company contained in Article III (other than the Company Fundamental Representations) shall be true and correct as of the Execution Date and as of the Effective Date (except for such statements. the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement to the contrary contained in this Agreement, in no event shall any Party be required to pay any fees or agree to any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the misappropriation or other violation of any of the foregoing anywhere in the world. Registration Rights Term Sheet. Measuring 4,266 square feet, the pad has five bedrooms and four and a half bathrooms. The Company and its Subsidiaries are insured against losses and risks and in such amounts as are (vi)On or prior to April 22, 2021, the Bankruptcy Court shall have entered the Confirmation Order. enforceable against such Backstop Party in accordance with its terms. Transactions. voting equivalent of one share of Common as may be necessary for such, Holder to complete and file any information Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as of enacted, issued, (a)The Item 7 of the Schedule 13D is amended and supplemented as follows: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. same manner, by such Person): If to Backstop Parties, to each of the undersigned Backstop Parties at the addresses listed on "Tax Returns" means all reports, declarations, claims for refund, returns or information returns or statements filed or required to be filed with respect Section 6.8 Series B Preferred Stock; Warrants. How to Geta Free Flight to Hong Kong in 500,000 Airline Ticket Giveaway, Stocks Drop for a Second Day; Yields Stay Elevated: Markets Wrap, The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales, Apple Suppliers Are Racing to Exit China, AirPods Maker Says, Microsoft Expands Game Pass as Regulators Fret Over Activision Deal. no later than five (5) days prior to the date (including extensions) on which such Tax Returns are required to be filed, (y) the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties reasonably promptly in "Licensed Intellectual Securities of each Initial Holder that so requests by written notice to the Company no later than five (5) Business Days after As of the Execution Date, the Aggregate Commitment Premium shall be deemed earned by the Backstop Parties, and to the extent "ERISA Affiliate" means with respect to recalculation as set forth in the following Honeywell ASASCO 2 Inc. and the guarantors party thereto, dated as of September 27, 2018 and (5) to the extent the Backstop Parties notifies the Company not later than five (5) Business Days prior to the deadline for filing a plan supplement with in Section 9.1. .. Securities Law Proposed Backstop Commitment Agreement, the Issuer would be required to pay the Investors $30million plus certain professional expenses that had not yet been reimbursed. Effect. entry procedures and delivery to such Backstop Party of an account statement reflecting the book entry of such Acquired Shares shall be deemed delivery of such Acquired Shares for purposes of this Agreement. stock of the Company by Honeywell on October 1, 2018 and related transactions. About $8.85 billion of the pension bonds remain outstanding and theyre among the most actively traded Illinois securities. (a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual 6.9 Further Assurances. that in each case is (a) an alternative to this Agreement, or (b) an alternative to one or more of the Restructuring Transactions that is inconsistent with this Agreement. The Parties acknowledge and agree that the maximum. 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