Common use of Financings and Other Transactions, Etc Clause in Contracts

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Refinancing shall be consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Effective Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers Lenders other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Refinancing Lenders shall be consummated contemporaneously satisfied with the transactions contemplated hereby in full to capitalization, the satisfaction terms and conditions of any equity arrangements and the corporate or other organizational structure of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Companies. (iii) The Administrative Agent shall have received a “pay-off” letter evidence in form and substance reasonably satisfactory to the Administrative Agent with respect to that all debt being refinanced in the Refinancingset forth on Schedule 4.01(d) has been extinguished or cancelled; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case case, in any jurisdiction, in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof Acquisition shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction DocumentsAcquisition Agreement, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received $120.0 million in gross proceeds from the issuance and sale of the Senior Subordinated Loans, and the Senior Subordinated Loan Agreement shall be in form and substance reasonably satisfactory to the Lenders. (iii) The Equity Financing shall have been consummated and the Rollover Equity issued. (iv) The Refinancing shall be have been consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders Administrative Agent with all Liens liens in favor of the existing lenders with respect to the liabilities subject to the Refinancing being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Loan Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the LendersSole Lead Arranger. (ii) The Refinancing shall be have been consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders with all Liens liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “"pay-off” " letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Loan Documents. (ii) Borrower shall have received not less than $275.0 million in gross proceeds from the issuance and sale of the Senior Secured Floating Rate Notes, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse Senior Secured Note Documents shall be in form and substance reasonably satisfactory to the interests of the Lenders. (iiiii) The Special Distribution shall have been commenced. (iv) The Lenders shall be satisfied with the capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Companies. (v) The Refinancing shall be have been consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders with all Liens liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “"pay-off” " letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Loan Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the LendersAgent. (ii) The Refinancing management, capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Credit Parties (after giving effect to the Transactions) and any indemnities, employment and other arrangements entered into in connection with the Transactions shall be consummated contemporaneously with satisfactory to the transactions contemplated hereby Agent. (iii) The Agent shall have received evidence reasonably satisfactory to it that all Indebtedness of the Credit Parties existing prior to the Closing Date and not permitted under Section 5.1 shall have been paid in full from Proceeds of the Loan, and that the commitment by any prior lender to make extensions of credit to the Credit Parties has been terminated to the satisfaction of the Lenders Agent with all Liens liens in favor of the existing such prior lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt such Indebtedness being refinanced paid in the Refinancingfull from such Proceeds and any such commitment to make extensions of credit terminated; and the Administrative Agent shall have received from any person Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof Refinancing shall have been consummated or shall be consummated simultaneously on the Closing Date, Date (in each case in all material respects case, in accordance with the terms hereof and the terms and conditions of the respective Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders). (ii) The Refinancing shall be have been (or will substantially contemporaneously be) consummated contemporaneously with the transactions contemplated hereby in full on the Closing Date to the reasonable satisfaction of the Lenders Co-Collateral Agents and with all Liens and security interests in favor of the existing lenders with respect to all Indebtedness being refinanced being unconditionally released; the Administrative Agent . The Co-Collateral Agents shall have received a “pay-off” letter letters in form and substance reasonably satisfactory to the Administrative Agent Co-Collateral Agents with respect to all debt Indebtedness being refinanced in the Refinancing; and the Administrative . The Agent shall have received from any person holding any Lien securing any such debtIndebtedness, authorization to file such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recordingrecording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debtIndebtedness.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Parent Borrower shall contemporaneously receive an aggregate of $1,500,000,000 in gross proceeds from borrowings under the Term Loan Credit Agreement. (iii) The Refinancing shall be consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property Property, or undertakings to provide registrable releases releases, and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms that are material not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the LendersArranger. (ii) The Refinancing shall have been consummated or shall be consummated contemporaneously with simultaneously on the transactions contemplated hereby Closing Date in full to the reasonable satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally releasedAdministrative Agent; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Lenders shall be satisfied with the capitalization, the terms and conditions of any equity arrangements and the corporate, legal, tax, management and capital or other organizational structure of the Companies. (iii) The Refinancing shall be have been consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders with all Liens liens in favor of the existing lenders being unconditionally releasedassigned to the Administrative Agent; the Administrative Agent shall have received a “pay-off” letter fully executed Loan Transfer Agreement and Assignment of and Amendment to Mortgages, each in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statementsamendments, mortgage releasesassignments, releases of assignments of leases and rentsor assignments, releases as applicable, of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate assign of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Dividend Payment shall occur substantially concurrently with the initial funding of the Facilities in accordance with all Requirements of Law. (iii) The Refinancing shall be have been consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders with all Liens liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of be consummated on the definition thereof Closing Date shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the LendersArranger. (ii) The Refinancing shall be consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent Borrower shall have received a “pay-off” letter $180 million in gross proceeds from the issuance and sale of the Second Lien Notes, and the Second Lien Note Documents shall be in form and substance reasonably satisfactory to the Administrative Agent Lenders. (iii) The Lenders shall be satisfied with respect to all debt being refinanced in the Refinancing; management, capitalization, the terms and conditions of any equity arrangements and the Administrative Agent corporate or other organizational structure of the Companies (after giving effect to the Transactions) and any indemnities, employment and other arrangements entered into in connection with the Transactions. (iv) The Refinancing, other than the repurchases of the Existing Holdings Notes as provided in clause (ii) of the definition of “Refinancing,” shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases been consummated to the satisfaction of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debtLenders.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent Agent, the Arranger and the Arrangers Lenders other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Equity Financing shall have been consummated. The terms of the Equity Financing shall not require any payments or other distributions of cash or property in respect thereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or property other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iii) The Lenders shall be satisfied with the management, capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Companies (after giving effect to the Transactions) and any indemnities, employment and other arrangements entered into in connection with the Transactions. (iv) The Refinancing shall be have been consummated contemporaneously with the transactions contemplated hereby in full to the satisfaction of the Lenders with all Liens liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “"pay-off” " letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.

Financings and Other Transactions, Etc. (i) The Transactions referred to in clauses (a) through (d) and clause (g) of the definition thereof shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Loan Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Lenders shall be reasonably satisfied with the management, capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Companies (after giving effect to the Transactions) and any indemnities, employment and other arrangements entered into in connection with the Transactions. (iii) The Refinancing shall be have been consummated contemporaneously with the transactions contemplated hereby in full to the reasonable satisfaction of the Lenders with all Liens liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property or undertakings to provide registrable releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt.