Common use of Cancellation and Issuance Clause in Contracts

Cancellation and Issuance. Each Warrantholder acknowledges and agrees that except in accordance with all applicable securities laws, such Warrantholder may not sell, convey, transfer, pledge, hypothecate or otherwise dispose of any Warrants. If a Warrantholder assigns or otherwise transfers all or any of its Loans (including by selling participations therein) to any Person, such Warrantholder may request (upon three Business Days’ prior notice to the Parent) that (a) a number of Warrants held by such Warrantholder be canceled on the date of such assignment and transferred and (b) a like number of Warrants be issued by the Parent to the Person to whom such Loans are being assigned or otherwise transferred. If the Parent receives such a request for a transfer, then upon the date specified in such request: (i) the Parent shall issue, and the applicable Warrantholder, as applicable, shall surrender (or cause to be surrendered) for cancellation, such number of Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws; (ii) the Parent will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Parent acceptable to such Person, covering the matters set forth in the opinion of counsel to the Parent and its Subsidiaries delivered to Agent and the Lenders (to the extent relating to the Warrants pursuant to Section 5.01(d)(xv); (iii) each Person that receives Warrants will deliver a certificate to the Parent affirming the representations and warranties contained in Section 13.03(a)-(e) hereof as of such date; and (iv) the Parent will deliver a certificate to each Person that receives Warrants affirming the representations and warranties contained in Section 13.03(f) hereof as of such date.

Cancellation and Issuance. Each Warrantholder acknowledges and agrees that except in accordance with all applicable securities laws, such Warrantholder may not sell, convey, transfer, pledge, hypothecate or otherwise dispose of any Warrants. If a Warrantholder Foothill assigns or otherwise transfers all or any of its Loans portion of the Advances or the Term Loan (including by selling participations therein) to any Person, such Warrantholder Foothill may request (upon three Business Days’ 10 days' prior notice to the Parent) that (a) a number of Warrants held by such Warrantholder Foothill be canceled on the date of such assignment and transferred transfer and (b) a like number of Warrants be issued by the Parent to the Person to whom such Loans Obligations are being assigned or otherwise transferred. If the Parent receives such a request for a transfer, then upon Upon the date specified in such request: (i) the The Parent shall issue, and the applicable Warrantholder, as applicable, Foothill shall surrender (or cause to be surrendered) for cancellation, such number of Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws; (ii) the The Parent will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Parent acceptable to such Person, covering the matters set forth in the opinion of counsel to the Parent and its Subsidiaries delivered to the Agent and on the Lenders Closing Date (to the extent relating to the Warrants pursuant to Section 5.01(d)(xvWarrants); (iii) each Person that receives Warrants will deliver a certificate to the Parent affirming the representations and warranties contained in Section 13.03(a)-(eSECTION 18.2(a) hereof as applied to such Person as of such date; and (iv) the The Parent will deliver a certificate to each Person that receives Warrants affirming the representations and warranties contained in Section 13.03(fSECTION 18.2(b) hereof as of such date. [Signature page to follow.]

Cancellation and Issuance. Each Warrantholder acknowledges and agrees that except in accordance with all applicable securities laws, such Warrantholder may not sell, convey, transfer, pledge, hypothecate or otherwise dispose of any Warrants. If a Warrantholder assigns or otherwise transfers all or any of its Loans (including by selling participations therein) to any Person, such Warrantholder may request (upon three Business Days’ ' prior notice to the Parent) that (a) a number of Warrants held by such Warrantholder be canceled on the date of such assignment and transferred and (b) a like number of Warrants be issued by the Parent to the Person to whom such Loans are being assigned or otherwise transferred. If the Parent receives such a request for a transfer, then upon the date specified in such request: (i) the Parent shall issue, and the applicable Warrantholder, as applicable, shall surrender (or cause to be surrendered) for cancellation, such number of Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws; (ii) the Parent will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Parent acceptable to such Person, covering the matters set forth in the opinion of counsel to the Parent and its Subsidiaries delivered to Agent and the Lenders (to the extent relating to the Warrants pursuant to Section 5.01(d)(xv); (iii) each Person that receives Warrants will deliver a certificate to the Parent affirming the representations and warranties contained in Section 13.03(a)-(e) hereof as of such date; and (iv) the Parent will deliver a certificate to each Person that receives Warrants affirming the representations and warranties contained in Section 13.03(f) hereof as of such date.

Cancellation and Issuance. Each Warrantholder acknowledges and agrees that except in accordance with all applicable securities laws, such Warrantholder may not sell, convey, transfer, pledge, hypothecate or otherwise dispose of any Warrants. If a Warrantholder BLUSA assigns or otherwise transfers all or any of its Loans (including by selling participations therein) to any Person, such Warrantholder BLUSA may request (upon three Business Days’ 10 days' prior notice to the ParentBorrower) that (a) a number of Warrants held by such Warrantholder BLUSA be canceled on the date of such assignment and transferred transfer and (b) a like number of Warrants be issued by the Parent Borrower to the Person to whom such Loans are being assigned or otherwise transferred. If the Parent receives such a request for a transfer, then upon Upon the date specified in such request: (i) the Parent The Borrower shall issue, and the applicable Warrantholder, as applicable, BLUSA shall surrender (or cause to be surrendered) for cancellation, such number of Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws; (ii) the Parent The Borrower will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Parent Borrower acceptable to such Person, covering the matters set forth in the opinion of counsel to the Parent Borrower and its Subsidiaries delivered to Agent and the Lenders attached as Exhibit D hereto (to the extent relating to the Warrants pursuant Warrants), provided that the Borrower shall only be required to pay fees and expenses of its counsel in connection with the delivery by such counsel of no more than five legal opinions in accordance with this Section 5.01(d)(xv9.04(ii); (iii) each Person that receives Warrants will deliver a certificate to the Parent Borrower affirming the representations and warranties contained in Section 13.03(a)-(e9.02(a) hereof as of such date; and (iv) the Parent The Borrower will deliver a certificate to each Person that receives Warrants affirming the representations and warranties contained in Section 13.03(f9.02(b) hereof as of such date.

Cancellation and Issuance. Each Warrantholder acknowledges and agrees that except in accordance with all applicable securities laws, such Warrantholder may not sell, convey, transfer, pledge, hypothecate or otherwise dispose of any Warrants. If a Warrantholder Foothill assigns or otherwise transfers all or any of its Loans interests in the Advances (including by selling participations therein) to any Person, such Warrantholder Foothill may request (upon three Business Days’ 10 days' prior notice to the Parent) that (a) a number of Warrants held by such Warrantholder Foothill be canceled on the date of such assignment and transferred transfer and (b) a like number of Warrants be issued by the Parent to the Person to whom such Loans interests in the Advances are being assigned or otherwise transferred. If the Parent receives such a request for a transfer, then upon Upon the date specified in such request: (i) the Parent shall issue, and the applicable Warrantholder, as applicable, Foothill shall surrender (or cause to be surrendered) for cancellation, such number of Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws; (ii) the Parent will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Parent acceptable to such Person, covering the matters set forth in the opinion of counsel to the Parent and its Subsidiaries delivered to Agent and Foothill on the Lenders Closing Date (to the extent relating to the Warrants pursuant to Section 5.01(d)(xvWarrants); (iii) each Person that receives a certificate for Warrants will deliver a certificate to the Parent affirming the representations and warranties contained in Section 13.03(a)-(e) 18.2 hereof as of such date; and (iv) the Parent will deliver a certificate to each Person that receives a certificate for Warrants affirming the representations and warranties contained in Section 13.03(f) 18.2 hereof as of such date. [Signature page to follow.]

Cancellation and Issuance. Each Warrantholder acknowledges and agrees that except in accordance with all applicable securities laws, such Warrantholder may not sell, convey, transfer, pledge, hypothecate or otherwise dispose of any Warrants. If a Warrantholder Holdco assigns or otherwise transfers all or any of its Loans (including by selling participations therein) to any Person, such Warrantholder Holdco may request (upon three Business Days10 days’ prior notice to the Parent) that (a) a number of Warrants held by such Warrantholder Holdco be canceled on the date of such assignment and transferred transfer and (b) a like number of Warrants be issued by the Parent to the Person to whom such Loans are being assigned or otherwise transferred. If the Parent receives such a request for a transfer, then upon Upon the date specified in such request: (i) the The Parent shall issue, and the applicable Warrantholder, as applicable, Holdco shall surrender (or cause to be surrendered) for cancellation, such number of Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws; (ii) the The Parent will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Parent acceptable to such Person, covering the matters set forth in the opinion of counsel to the Parent and its Subsidiaries delivered to Agent and the Lenders attached as Exhibit G hereto (to the extent relating to the Warrants pursuant Warrants), provided that the Parent shall only be required to pay fees and expenses of its counsel in connection with the delivery by such counsel of no more than five legal opinions in accordance with this Section 5.01(d)(xv9.04(u); (iii) each Person that receives Warrants will deliver a certificate to the Parent affirming the representations and warranties contained in Section 13.03(a)-(e9.02(a) hereof as of such date; and (iv) the Parent will deliver a certificate to each Person that receives Warrants affirming the representations and warranties contained in Section 13.03(f9.02(b) hereof as of such date.]

Cancellation and Issuance. Each Warrantholder acknowledges and agrees that except in accordance with all applicable securities laws, such Warrantholder may not sell, convey, transfer, pledge, hypothecate or otherwise dispose of If any Warrants. If a Warrantholder Warrant Holder assigns or otherwise transfers all or any of its Loans (including by selling participations therein) to any Person, such Warrantholder each Warrant Holder may request (upon three Business Days10 days’ prior notice to the ParentBorrower) that (a) a number of Warrants held by such Warrantholder each Warrant Holder be canceled on the date of such assignment and transferred transfer and (b) a like number of Warrants be issued by the Parent Borrower to the Person to whom such Loans are being assigned or otherwise transferred. If the Parent receives such a request for a transfer, then upon Upon the date specified in such request: (i) the Parent Borrower shall issue, and the applicable Warrantholder, as applicable, each Warrant Holder shall surrender (or cause to be surrendered) for cancellation, such number of Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws; (ii) the Parent Borrower will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Parent Borrower acceptable to such Person, covering the matters set forth in the opinion of counsel to the Parent Borrower and its Subsidiaries delivered to Agent and the Lenders as may be reasonably requested (to the extent relating to the Warrants pursuant to Section 5.01(d)(xvWarrants); (iii) each Person that receives Warrants will deliver a certificate to the Parent Borrower affirming the representations and warranties contained in Section 13.03(a)-(eSection12.02(a) hereof as of such date; and (iv) the Parent Borrower will deliver a certificate to each Person that receives Warrants affirming the representations and warranties contained in Section 13.03(f12.02(b) hereof as of such date.”