Term B Loan Notes means those certain promissory notes issued by the Borrowers to each of the Lenders with a Term B Loan Commitment that requests a promissory note, in accordance with each such Lender's Term B Loan Commitment, in substantially in the form of Exhibit H-2.
The Administrative Agent shall have received Term B Loan Notes executed by Borrower in favor of each Increase Term B Lender requesting a Term B Loan Note in a principal amount equal to the amount of the Increase Term B Loan made by it on the Effective Date.
On or as soon as reasonably practicable after the Effective Date, (i) the Reorganized Debtors shall issue the New Partnership Interests, New Term A Loan Notes, New Term A L/C Notes, New Term B Loan Notes, and New Term B L/C Notes, and (ii) the New Partners shall issue the New Membership Interests to be distributed pursuant to this Plan without further act or action under applicable law, regulation, order, or rule.
The Company and the Term B Lenders agree that the Term B Loan Notes are issued with original issue discount pursuant to the Internal Revenue Code and that for each year the Term B Loans are outstanding, the Company shall issue to the applicable Term B Lenders United States Internal Revenue Service Form 1099 OID in respect thereof.
The issuance of the New Partnership Interests, New Membership Interests, New Term A Loan Notes, New Term A L/C Notes, New Term B Loan Notes, and New Term B L/C Notes and the distribution thereof under this Plan shall be exempt from registration under applicable securities laws pursuant to section 1145(a) of the Bankruptcy Code.