Common use of Cancellation and Issuance Clause in Contracts

Cancellation and Issuance. If the Lender assigns or ------------------------- otherwise transfers all or any of the Term Loan (including by selling participations therein) to any Person, the Lender may request (upon 10 days' prior notice to the Borrower) that (a) a number of Warrants held by the Lender be canceled on the date of such assignment and transfer and (b) a like number of Warrants be issued by the Borrower to the Person to whom such Loans are being assigned or otherwise transferred. Upon the date specified in such request: (i) the Borrower shall issue, and the Lender 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 Borrower will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Borrower acceptable to such Person, covering the matters set forth in the opinion of counsel to the Borrower and the Guarantor attached as Exhibit E hereto (to the extent relating to the Warrants); (iii) each Person that receives a certificate for Warrants will deliver a certificate to the Borrower affirming the representations and warranties contained in Section 9.02(a) hereof as of such date; and (iv) the Borrower will deliver a certificate to each Person that receives a certificate for Warrants affirming the representations and warranties contained in Section 9.02(b) hereof as of such date.

Cancellation and Issuance. If the Lender assigns or ------------------------- otherwise transfers all or any of the Term Loan (including by selling participations therein) to any Person, the Lender may request (upon 10 days' prior notice to the Lead Borrower) that (a) a number of Warrants held by the Lender be canceled on the date of such assignment and transfer and (b) a like number of Warrants be issued by the Lead Borrower to the Person to whom such Loans are Loan is being assigned or otherwise transferred. Upon the date specified in such request: (i) the The Lead Borrower shall issue, and the Lender 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 Borrower will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Borrower acceptable to such Person, covering the matters set forth in the opinion of counsel to the Borrower and the Guarantor attached as Exhibit E hereto (to the extent relating to the Warrants); (iii) each Person that receives a certificate for Warrants will deliver a certificate to the Lead Borrower affirming the representations and warranties contained in Section 9.02(a10(b)(i) hereof as of such date; and (iviii) the The Lead Borrower will deliver a certificate to each Person that receives a certificate for Warrants affirming the representations and warranties contained in Section 9.02(b10(b)(ii) hereof as of such date.

Cancellation and Issuance. If the Lender Foothill assigns or ------------------------- otherwise transfers all or any of its interests in the Term Loan Advances (including by selling participations therein) to any Person, the Lender Foothill may request (upon 10 days' prior notice to the Borrower) that (a) a number of Warrants held by the Lender Foothill be canceled on the date of such assignment and transfer and (b) a like number of Warrants be issued by the Borrower to the Person to whom such Loans interests in the Advances are being assigned or otherwise transferred. Upon the date specified in such request: (i) the Borrower shall issue, and the Lender 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 Borrower will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Borrower acceptable to such Person, covering the matters set forth in the opinion of counsel to Borrower delivered to Foothill on the Borrower and the Guarantor attached as Exhibit E hereto Closing Date (to the extent relating to the Warrants); (iii) each Person that receives a certificate for Warrants will deliver a certificate to the Borrower affirming the representations and warranties contained in Section 9.02(a) 12.2 hereof as of such date; and (iv) the Borrower will deliver a certificate to each Person that receives a certificate for Warrants affirming the representations and warranties contained in Section 9.02(b) 12.2 hereof as of such date.

Cancellation and Issuance. If the any Term Loan C Lender assigns or ------------------------- otherwise transfers all or any of the its Term Loan C (including by selling participations therein) to any Person, the such Lender may request (upon 10 days' prior notice to the BorrowerParent) that (a) a number of Warrants held by the such Lender be canceled on the date of such assignment and transfer and (b) a like number of Warrants be issued by the Borrower Parent to the Person to whom such Loans are Term Loan C is being assigned or otherwise transferred. Upon the date specified in such request: (i) the Borrower Parent shall issue, and the such Lender 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 Borrower Parent will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Borrower Parent acceptable to such Person, covering the matters set forth in the opinion of counsel to the Borrower Parent and the Guarantor its Subsidiaries attached as Exhibit E F hereto (to the extent relating to the Warrants); (iii) each Person that receives a certificate for Warrants will deliver a certificate to the Borrower Parent affirming the representations and warranties contained in Section 9.02(a13.02(a) hereof as of such date; and (iv) the Borrower Parent will deliver a certificate to each Person that receives a certificate for Warrants affirming the representations and warranties contained in Section 9.02(b13.02(b) hereof as of such date.

Cancellation and Issuance. If the Lender Ableco assigns or ------------------------- otherwise transfers all or any of the Term Loan its Loans (including by selling participations therein) to any Person, the Lender Ableco may request (upon 10 days' ’ prior notice to the BorrowerParent) that (a) a number of Warrants held by the Lender Warrant Holder be canceled on the date of such assignment and transfer and (b) a like number of Warrants be issued by the Borrower Parent to the Person to whom such Loans are being assigned or otherwise transferred. Upon the date specified in such request: (i) the Borrower Parent shall issue, and the Lender 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 Borrower Parent will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Borrower Parent acceptable to such Person, covering the matters set forth in the opinion of counsel to the Borrower Parent and the Guarantor its Subsidiaries attached as Exhibit E F hereto (to the extent relating to the Warrants); (iii) each Person that receives a certificate for Warrants will deliver a certificate to the Borrower Parent affirming the representations and warranties contained in Section 9.02(a12.02(a) hereof as of such datedate and agreeing to be bound by the terms and conditions of such Warrant; and (iv) the Borrower Parent will deliver a certificate to each Person that receives a certificate for Warrants affirming the representations and warranties contained in Section 9.02(b12.02(b) hereof as of such date.

Cancellation and Issuance. If the any Lender with a Term Loan B Commitment assigns or ------------------------- otherwise transfers all or any of the its Term Loan Loans B (including by selling participations therein) to any Person, the such Lender may request (upon 10 days' prior notice to the BorrowerParent) that (a) a number of Warrants held by the such Lender be canceled on the date of such assignment and transfer and (b) a like number of Warrants be issued by the Borrower Parent to the Person to whom such Term Loans B are being assigned or otherwise transferred. Upon the date specified in such request: (i) the Borrower The Parent shall issue, and the such Lender 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 Borrower will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Borrower acceptable to such Person, covering the matters set forth in the opinion of counsel to the Borrower and the Guarantor attached as Exhibit E hereto (to the extent relating to the Warrants); (iii) each Person that receives a certificate for Warrants will deliver a certificate to the Borrower Parent affirming the representations and warranties contained in Section 9.02(a13.02(a) hereof as of such date; and (iviii) the Borrower The Parent will deliver a certificate to each Person that receives a certificate for Warrants affirming the representations and warranties contained in Section 9.02(b13.02(b) hereof as of such date.

Cancellation and Issuance. If the Lender Holder assigns or ------------------------- otherwise transfers all or any of its portion of the Term Loan Loans (including by selling participations therein) to any Person, the Lender Holder may request (upon 10 days' prior notice to the BorrowerParent) that (a) a number of Warrants held by the Lender Holder be canceled on the date of such assignment and transfer and (b) a like number of Warrants be issued by the Borrower Parent to the Person to whom such Loans Obligations are being assigned or otherwise transferred. Upon the date specified in such request: (i) the Borrower The Parent shall issue, and the Lender 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 Borrower The Parent will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Borrower Parent acceptable to such Person, covering the matters set forth in the opinion of counsel to the Borrower Parent and its Subsidiaries delivered to the Guarantor attached as Exhibit E hereto Agent on the Closing Date (to the extent relating to the Warrants); (iii) each Person that receives a certificate for Warrants will deliver a certificate to the Borrower Parent affirming the representations and warranties contained in Section 9.02(a15.2(a) hereof as applied to such Person as of such date; and (iv) the Borrower The Parent will deliver a certificate to each Person that receives a certificate for Warrants affirming the representations and warranties contained in Section 9.02(b15.2(b) hereof as of such date.