Common use of Each Note Issuance Clause in Contracts

Each Note Issuance. The obligation of (ut) each Purchaser to consummate the Term Loan Exchange, (vu) each First Amendment Purchaser to purchase any First Amendment Notes, (wv) each Delayed Draw Purchaser to purchase any Delayed Draw Notes, (xw) each Second Amendment Delayed Draw Note Purchaser to purchase any Second Amendment Delayed Draw Notes, (yx) each Third Amendment Note Purchaser to purchase any Third Amendment Notes, (y) each Fourth Amendment Purchaser to purchase any Fourth Amendment Notes and (z) each Additional Purchaser to purchase any Additional Notes is subject, in each case, solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) The Purchaser Representative shall have received (i) in the case of any First Amendment Note, any Delayed Draw Note, any Second Amendment Delayed Draw Note, any Fourth Amendment Note or any Additional Note, an Issuance Request as required by Section 2.05(b) and, (ii) in the case of any Third Amendment Note, an Issuance Request on the Third Amendment Escrow Release Date; it being understood and agreed that the requirement to deliver an Issuance Request shall not result in the imposition of any condition precedent that is not otherwise expressly set forth in this Section 4.03 with respect to the relevant Class of Notes and (iii) in the case of any Additional Note, an Additional Note Commitment Notice. (b) In the case of any Additional Notes, the aggregate outstanding principal amount of the Additional Notes does not exceed the Incremental Cap. (c) At the time of and immediately after giving effect to the applicable Issuance of Notes (other than any Third Amendment Note), no Default or Event of Default shall have occurred and be continuing. (d) Other than with respect to any Third Amendment Note, the representations and warranties of the Note Parties set forth in this Agreement and the other Note Documents shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Issuance date with the same effect as though such representations and warranties had been made on and as of such Issuance date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates or for such periods. (e) In the case of Third Amendment Notes, the Issuer shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements due and payable under the Note Documents on or prior to the Third Amendment Effective Date on the Third Amendment Effective Date, including, without limitation, all reasonable and documented out‑of‑pocket fees, charges and disbursements (other than legal fees and expenses, which are covered in the succeeding provisions of this clause (e)) of (i) the Purchasers and the Third Amendment Note Purchasers, (ii) ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to certain of the Purchasers (other than the Third Amendment Note Purchasers), (iii) the Purchaser Representative, (iv) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ (“WLRK”), counsel to the Third Amendment Note Purchasers in an aggregate amount not to exceed $100,000 and (v) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Purchaser Representative, in each case, to the extent the Issuer has received a reasonably detailed invoice therefor at least one Business Day prior to the Third Amendment Effective Date (or such later date to which the Issuer may reasonably agree) (collectively, the “Third Amendment Specified Expenses”). (f) In the case of any Third Amendment Note, the Third Amendment Escrow Release Conditions shall have been satisfied. The delivery of each Issuance Request shall be deemed to constitute a representation and warranty by the Issuer on the date thereof as to the satisfaction of the applicable matters specified in clauses (b), (c) and (d) of this Section, as applicable.

Each Note Issuance. The obligation of (utxw) each Purchaser to consummate the Term Loan ExchangeExchange and, (vux) each First Amendment Purchaser to purchase any First Amendment Notes, (wvy) each Delayed Draw Purchaser to purchase any Delayed Draw Notes, (xw) each Second Amendment Delayed Draw Note Purchaser to purchase any Second Amendment Delayed Draw Notes, (yx) each Third Amendment Note Purchaser to purchase any Third Amendment Notes, (y) each Fourth Amendment Purchaser to purchase any Fourth Amendment Notes and (z) each Additional Purchaser to purchase any Additional Notes is subject, in each case, solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) The Purchaser Representative shall have received (i) in the case of any First Amendment Note, any Delayed Draw Note, any Second Amendment Delayed Draw Note, any Fourth Amendment Note or any Additional Note, an Issuance Request as required by Section 2.05(b) and, and (ii) in the case of any Third Amendment Note, an Issuance Request on the Third Amendment Escrow Release Date; it being understood and agreed that the requirement to deliver an Issuance Request shall not result in the imposition of any condition precedent that is not otherwise expressly set forth in this Section 4.03 with respect to the relevant Class of Notes and (iii) in the case of any Additional Note, an Additional Note Commitment Notice. (b) In the case of any Additional Notes, the aggregate outstanding principal amount of the Additional Notes does not exceed the Incremental Cap. (c) At the time of and immediately after giving effect to the applicable Issuance of Notes (other than any Third Amendment Note)Notes, no Default or Event of Default shall have occurred and be continuing. (d) Other than with respect to any Third Amendment Note, the The representations and warranties of the Note Parties set forth in this Agreement and the other Note Documents shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Issuance date with the same effect as though such representations and warranties had been made on and as of such Issuance date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates or for such periods. (e) In the case of Third Amendment Notes, the Issuer shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements due and payable under the Note Documents on or prior to the Third Amendment Effective Date on the Third Amendment Effective Date, including, without limitation, all reasonable and documented out‑of‑pocket fees, charges and disbursements (other than legal fees and expenses, which are covered in the succeeding provisions of this clause (e)) of (i) the Purchasers and the Third Amendment Note Purchasers, (ii) ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to certain of the Purchasers (other than the Third Amendment Note Purchasers), (iii) the Purchaser Representative, (iv) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ (“WLRK”), counsel to the Third Amendment Note Purchasers in an aggregate amount not to exceed $100,000 and (v) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Purchaser Representative, in each case, to the extent the Issuer has received a reasonably detailed invoice therefor at least one Business Day prior to the Third Amendment Effective Date (or such later date to which the Issuer may reasonably agree) (collectively, the “Third Amendment Specified Expenses”). (f) In the case of any Third Amendment Note, the Third Amendment Escrow Release Conditions shall have been satisfied. The delivery of each Issuance Request shall be deemed to constitute a representation and warranty by the Issuer on the date thereof as to the satisfaction of the applicable matters specified in clauses (b), (c) and (d) of this Section, as applicable.

Each Note Issuance. The obligation of (utvu) each Purchaser to consummate the Term Loan Exchange, (vuwv) each First Amendment Purchaser to purchase any First Amendment Notes, (wvxw) each Delayed Draw Purchaser to purchase any Delayed Draw Notes, (xwyx) each Second Amendment Delayed Draw Note Purchaser to purchase any Second Amendment Delayed Draw Notes, (yxy) each Third Amendment Note Purchaser to purchase any Third Amendment Notes, (y) each Fourth Amendment Purchaser to purchase any Fourth Amendment Notes and (z) each Additional Purchaser to purchase any Additional Notes is subject, in each case, solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) The Purchaser Representative shall have received (i) in the case of any First Amendment Note, any Delayed Draw Note, any Second Amendment Delayed Draw Note, any Fourth Amendment Note or any Additional Note, an Issuance Request as required by Section 2.05(b) and, and (ii) in the case of any Third Amendment Note, an Issuance Request on the Third Amendment Escrow Release Date; it being understood and agreed that the requirement to deliver an Issuance Request shall not result in the imposition of any condition precedent that is not otherwise expressly set forth in this Section 4.03 with respect to the relevant Class of Notes and (iiiii) in the case of any Additional Note, an Additional Note Commitment Notice. (b) In the case of any Additional Notes, the aggregate outstanding principal amount of the Additional Notes does not exceed the Incremental Cap. (c) At the time of and immediately after giving effect to the applicable Issuance of Notes (other than any Third Amendment Note), no Default or Event of Default shall have occurred and be continuing. (d) Other than with respect to any Third Amendment Note, the Tthe representations and warranties of the Note Parties set forth in this Agreement and the other Note Documents shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Issuance date with the same effect as though such representations and warranties had been made on and as of such Issuance date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates or for such periods. (e) In the case of Third Amendment Notes, the Issuer shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements due and payable under the Note Documents on or prior to the Third Amendment Effective Date on the Third Amendment Effective Date, including, without limitation, all reasonable and documented out‑of‑pocket fees, charges and disbursements (other than legal fees and expenses, which are covered in the succeeding provisions of this clause (e)) of (i) the Purchasers and the Third Amendment Note Purchasers, (ii) ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to certain of the Purchasers (other than the Third Amendment Note Purchasers), (iii) the Purchaser Representative, (iv) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ (“WLRK”), counsel to the Third Amendment Note Purchasers in an aggregate amount not to exceed $100,000 and (v) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Purchaser Representative, in each case, to the extent the Issuer has received a reasonably detailed invoice therefor at least one Business Day prior to the Third Amendment Effective Date (or such later date to which the Issuer may reasonably agree) (collectively, the “Third Amendment Specified Expenses”). (f) In the case of any Third Amendment Note, the Third Amendment Escrow Release Conditions shall have been satisfied. The delivery of each Issuance Request shall be deemed to constitute a representation and warranty by the Issuer on the date thereof as to the satisfaction of the applicable matters specified in clauses (b), (c) and (d) of this Section, as applicable.

Each Note Issuance. The obligation of (utwv) each Purchaser to consummate the Term Loan Exchange, (vuxw) each First Amendment Purchaser to purchase any First Amendment Notes, (wvyx) each Delayed Draw Purchaser to purchase any Delayed Draw Notes, (xwy) each Second Amendment Delayed Draw Note Purchaser to purchase any Second Amendment Delayed Draw Notes, (yx) each Third Amendment Note Purchaser to purchase any Third Amendment Notes, (y) each Fourth Amendment Purchaser to purchase any Fourth Amendment Notes and (z) each Additional Purchaser to purchase any Additional Notes is subject, in each case, solely to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) The Purchaser Representative shall have received (i) in the case of any First Amendment Note, any Delayed Draw Note, any Second Amendment Delayed Draw Note, any Fourth Amendment Note or any Additional Note, an Issuance Request as required by Section 2.05(b) and, and (ii) in the case of any Third Amendment Note, an Issuance Request on the Third Amendment Escrow Release Date; it being understood and agreed that the requirement to deliver an Issuance Request shall not result in the imposition of any condition precedent that is not otherwise expressly set forth in this Section 4.03 with respect to the relevant Class of Notes and (iii) in the case of any Additional Note, an Additional Note Commitment Notice. (b) In the case of any Additional Notes, the aggregate outstanding principal amount of the Additional Notes does not exceed the Incremental Cap. (c) At the time of and immediately after giving effect to the applicable Issuance of Notes (other than any Third Amendment Note)Notes, no Default or Event of Default shall have occurred and be continuing. (d) Other than with respect to any Third Amendment Note, the The representations and warranties of the Note Parties set forth in this Agreement and the other Note Documents shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Issuance date with the same effect as though such representations and warranties had been made on and as of such Issuance date; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates or for such periods. (e) In the case of Third Amendment Notes, the Issuer shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements due and payable under the Note Documents on or prior to the Third Amendment Effective Date on the Third Amendment Effective Date, including, without limitation, all reasonable and documented out‑of‑pocket fees, charges and disbursements (other than legal fees and expenses, which are covered in the succeeding provisions of this clause (e)) of (i) the Purchasers and the Third Amendment Note Purchasers, (ii) ▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to certain of the Purchasers (other than the Third Amendment Note Purchasers), (iii) the Purchaser Representative, (iv) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ (“WLRK”), counsel to the Third Amendment Note Purchasers in an aggregate amount not to exceed $100,000 and (v) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Purchaser Representative, in each case, to the extent the Issuer has received a reasonably detailed invoice therefor at least one Business Day prior to the Third Amendment Effective Date (or such later date to which the Issuer may reasonably agree) (collectively, the “Third Amendment Specified Expenses”). (f) In the case of any Third Amendment Note, the Third Amendment Escrow Release Conditions shall have been satisfied. The delivery of each Issuance Request shall be deemed to constitute a representation and warranty by the Issuer on the date thereof as to the satisfaction of the applicable matters specified in clauses (b), (c) and (d) of this Section, as applicable.