Common use of Consent of Loan Parties Clause in Contracts

Consent of Loan Parties. Each of the undersigned Loan Parties has read the foregoing Agreement and consents thereto. Each of the undersigned Loan Parties agrees not to take any action that would be contrary to the provisions of the foregoing Agreement, and agrees that, except as otherwise provided therein, no First Lien Secured Party or Second Lien Secured Party shall have any liability to any Loan Party for acting in accordance with the provisions of the foregoing Agreement and the First Lien Credit Agreement, the Second Lien Credit Agreement and other collateral, security, loan and credit documents referred to therein. Without limitation to the foregoing, each Loan Party agrees to take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First Lien Collateral Agent or the Second Lien Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by this Agreement. For the purposes hereof, the address of (i) the Borrowers shall be as set forth below the Borrowers’ name on the signature pages hereto and (ii) each other Loan Party shall be care of the Borrower at such address. Dated as of [ ], 2006 GA EBS MERGER, LLC By: Name: Title: Address: [ ] MEDIFAX-EDI HOLDING COMPANY By: Name: Title: Address: [ ] MASTER LLC By: Name: Title: Address: [ ] [ ] By: Name: Title: Address: [ ] Exhibit A ADDITIONAL PARTY ADDENDUM Reference is made to the Intercreditor Agreement dated as of the date hereof between Citibank, N.A., as First Lien Collateral Agent and Citibank, N.A., as Second Lien Collateral Agent, as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time (the “Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement. The undersigned, by execution of this Additional Party Addendum on [ ], hereby acknowledges and agrees to be bound by the provisions of the Intercreditor Agreement as if it were an original party thereto and to be the [First/Second] Lien Administrative Agent and the [First/Second] Lien Collateral Agent thereunder. The undersigned represents and warrants that it has received a copy of each of the First Lien Loan Documents and Second Lien Loan Documents and satisfies each and all of the criteria set forth therein to become such a party to the Intercreditor Agreement. This Additional Party Addendum shall be governed and construed in accordance with the laws of the State of New York. Notices delivered to the undersigned pursuant to this Additional Party Addendum shall be delivered in accordance with the notice provisions set forth in the Credit Agreement but to the address set forth below or such other address provided in writing, to the other parties to the Intercreditor Agreement. By: Name: Title: Date: Address: CONFIDENTIAL DISCLOSURE SCHEDULE TO THE $179,000,000 SECOND LIEN CREDIT AGREEMENT Dated as of November 16, 2006 among GA EBS MERGER LLC (which on the Closing Date will be merged with and into EMDEON BUSINESS SERVICES LLC), as Borrower, MEDIFAX-EDI HOLDING COMPANY, as Additional Borrower, EBS MASTER LLC, as Holdco, THE LENDERS REFERRED TO HEREIN, CITIBANK, N.A., as Administrative Agent, Collateral Agent and Issuing Bank, CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC. as Joint Lead Arrangers, CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. and BEAR, XXXXXXX & CO. INC. as Joint Bookrunner, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent and BEAR XXXXXXX CORPORATE LENDING INC., as Documentation Agent

Consent of Loan Parties. Each of the undersigned Loan Parties has read the foregoing Agreement and consents thereto. Each of the undersigned Loan Parties agrees not to take any action that would be contrary to the provisions of the foregoing Agreement, and agrees that, except as otherwise provided therein, no First Lien Secured Party or Second Lien Secured Party shall have any liability to any Loan Party for acting in accordance with the provisions of the foregoing Agreement and the First Lien Credit Agreement, the Second Lien Credit Agreement and other collateral, security, loan and credit documents referred to therein. Without limitation to the foregoing, each Loan Party agrees to take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the First Lien Collateral Agent or the Second Lien Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by this Agreement. For the purposes hereof, the address of (i) the Borrowers shall be as set forth below the Borrowers’ name on the signature pages hereto and (ii) each other Loan Party shall be care of the Borrower at such address. Dated as of [ ], 2006 GA EBS MERGER, LLC By: Name: Title: Address: [ ] MEDIFAX-EDI HOLDING COMPANY By: Name: Title: Address: [ ] MASTER LLC By: Name: Title: Address: [ ] [ ] By: Name: Title: Address: [ ] Exhibit A ADDITIONAL PARTY ADDENDUM Reference is made to the Intercreditor Agreement dated as of the date hereof between Citibank, N.A., as First Lien Collateral Agent and Citibank, N.A., as Second Lien Collateral Agent, as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time (the “Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement. The undersigned, by execution of this Additional Party Addendum on [ ], hereby acknowledges and agrees to be bound by the provisions of the Intercreditor Agreement as if it were an original party thereto and to be the [First/Second] Lien Administrative Agent and the [First/Second] Lien Collateral Agent thereunder. The undersigned represents and warrants that it has received a copy of each of the First Lien Loan Documents and Second Lien Loan Documents and satisfies each and all of the criteria set forth therein to become such a party to the Intercreditor Agreement. This Additional Party Addendum shall be governed and construed in accordance with the laws of the State of New York. Notices delivered to the undersigned pursuant to this Additional Party Addendum shall be delivered in accordance with the notice provisions set forth in the Credit Agreement but to the address set forth below or such other address provided in writing, to the other parties to the Intercreditor Agreement. By: Name: Title: Date: Address: EXECUTION VERSION CONFIDENTIAL DISCLOSURE SCHEDULE TO THE $179,000,000 SECOND 805,000,000 FIRST LIEN CREDIT AGREEMENT Dated as of November 16, 2006 among GA EBS MERGER LLC (which on the Closing Date will be merged with and into EMDEON BUSINESS SERVICES LLC), as Borrower, MEDIFAX-EDI HOLDING COMPANY, as Additional Borrower, EBS MASTER LLC, as Holdco, THE LENDERS REFERRED TO HEREIN, CITIBANK, N.A., as Administrative Agent, Collateral Agent and Issuing Bank, CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC. as Joint Lead Arrangers, CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. and BEAR, XXXXXXX & CO. INC. as Joint Bookrunner, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent and BEAR XXXXXXX CORPORATE LENDING INC., as Documentation AgentAgent Schedule 1.01(a) Subsidiary Guarantors