Common use of Consent to Reorganization Transactions Clause in Contracts

Consent to Reorganization Transactions. 3.1 So long as the Fourth Amendment Effective Date has occurred by December 31, 2018 (as may be extended with the consent of the Majority Lenders), the Lenders hereby (a) agree that (i) none of the Reorganization Transactions shall constitute (A) a merger or consolidation in violation of Section 9.11 or (B) a transaction with an Affiliate in violation of Section 9.14 and (ii) the Change in Control that results on account of the Reorganization Transactions is hereby waived in its entirety and is deemed not to have occurred and (b) consent to the Borrower’s payment of cash in lieu of fractional shares held by its limited partner Equity Interest holders pursuant to the terms of the Merger Agreement in an amount up to $50,000 (or such greater amount as the Majority Lenders may agree to in their sole discretion) and the Borrower’s payment to Parent of the cash consideration to be paid by Parent to the equityholders of Legacy GP pursuant to the GP Purchase Agreement in an amount up to $3,500,000 (or such greater amount as the Majority Lenders may agree to in their sole discretion). 3.2 Except as expressly waived herein, all covenants, obligations and agreements of the Borrower and each Guarantor contained in the Term Loan Credit Agreement (as amended hereby) and the other Term Loan Documents shall remain in full force and effect in accordance with their terms. Without limitation of the foregoing, the foregoing waiver is hereby granted to the extent and only to the extent specifically stated herein and for no other purpose and shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, or amendment to, any other term or condition of the Term Loan Credit Agreement (as amended hereby), any other Term Loan Document or any of the documents referred to therein, (b) except as expressly set forth herein, prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Term Loan Credit Agreement (as amended hereby), any other Term Loan Document or any of the documents referred to therein, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Term Loan Credit Agreement (as amended hereby), the other Term Loan Documents, or any other contract or instrument. Granting the waiver set forth herein does not and should not be construed to be an assurance or promise that consents or waivers will be granted in the future, whether for the matters herein stated or on other unrelated matters.

Consent to Reorganization Transactions. 3.1 So long as the Fourth Ninth Amendment Effective Date has occurred by December 31, 2018 (as may be extended with the consent of the Majority LendersAdministrative Agent), the Lenders hereby (a) agree that (i) none of the Reorganization Transactions shall constitute (A) a merger or consolidation in violation of Section 9.11 or (B) a transaction with an Affiliate in violation of Section 9.14 and (ii) the Change in Control that results on account of the Reorganization Transactions is hereby waived in its entirety and is deemed not to have occurred and (b) consent to the Borrower’s payment of cash in lieu of fractional shares held by its limited partner Equity Interest holders pursuant to the terms of the Merger Agreement in an amount up to $50,000 (or such greater amount as the Majority Lenders Administrative Agent may agree to in their its sole discretion) and the Borrower’s payment to Parent of the cash consideration to be paid by Parent to the equityholders of Legacy GP pursuant to the GP Purchase Agreement in an amount up to $3,500,000 (or such greater amount as the Majority Lenders Administrative Agent may agree to in their its sole discretion). 3.2 Except as expressly waived herein, all covenants, obligations and agreements of the Borrower and each Guarantor contained in the Term Loan Credit Agreement (as amended hereby) and the other Term Loan Documents shall remain in full force and effect in accordance with their terms. Without limitation of the foregoing, the foregoing waiver is hereby granted to the extent and only to the extent specifically stated herein and for no other purpose and shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, or amendment to, any other term or condition of the Term Loan Credit Agreement (as amended hereby), any other Term Loan Document or any of the documents referred to therein, (b) except as expressly set forth herein, prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Term Loan Credit Agreement (as amended hereby), any other Term Loan Document or any of the documents referred to therein, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Term Loan Credit Agreement (as amended hereby), the other Term Loan Documents, or any other contract or instrument. Granting the waiver set forth herein does not and should not be construed to be an assurance or promise that consents or waivers will be granted in the future, whether for the matters herein stated or on other unrelated matters.

Consent to Reorganization Transactions. 3.1 So long as (a) Each of the Fourth Amendment Effective Date has occurred by December 31parties hereto hereby acknowledges, 2018 (as may be extended with agrees and consents to all of the Reorganization Transactions, provided that, the consent of the Majority Lenders), the Lenders hereby (aERX Members pursuant to this Section 2.2(a) agree is subject to their understanding that (i) none following the completion of the Reorganization Transactions shall constitute (A) a merger or consolidation IPO, the rights, preferences and privileges of the EBS Units and Class B Common Stock held by the ERX Members will be consistent with the description thereof contained in violation of Section 9.11 or (B) a transaction with an Affiliate in violation of Section 9.14 Exhibit F and Exhibit L hereto and (ii) other than the Change right of HFCP Domestic to enter into Exhibit G and Exhibit H hereto and the rights of HFCP Domestic pursuant to Section 4.11 hereof, the EBS Units held by the ERX Members will receive the same economic treatment in Control that results on account the Reorganization Transactions as the EBS Units held by HFCP Domestic. Each of the parties hereto shall take all action necessary or appropriate in order to effect, or cause to be effected, to the extent within its control, each of the Reorganization Transactions is hereby waived in its entirety and is deemed not to have occurred and Transactions. (b) consent The parties hereto shall deliver to each other, as applicable, prior to, at or as soon as practicable after the Borrower’s payment of cash in lieu of fractional shares held by its limited partner Equity Interest holders pursuant to Effective Time, the terms date of the Merger Agreement in an amount up to $50,000 (IPO Closing or such greater amount the date of any Additional IPO Closing, as the Majority Lenders may agree to in their sole discretion) and the Borrower’s payment to Parent applicable, each of the cash consideration Reorganization Documents to which it is a party, together with any other documents and instruments necessary or appropriate to be paid by Parent to the equityholders of Legacy GP pursuant to the GP Purchase Agreement in an amount up to $3,500,000 (or such greater amount as the Majority Lenders may agree to in their sole discretion). 3.2 Except as expressly waived herein, all covenants, obligations and agreements of the Borrower and each Guarantor contained in the Term Loan Credit Agreement (as amended hereby) and the other Term Loan Documents shall remain in full force and effect in accordance with their terms. Without limitation of the foregoing, the foregoing waiver is hereby granted to the extent and only to the extent specifically stated herein and for no other purpose and shall not be deemed to (a) be a consent or agreement to, or waiver or modification of, or amendment to, any other term or condition of the Term Loan Credit Agreement (as amended hereby), any other Term Loan Document or any of the documents referred to therein, (b) except as expressly set forth herein, prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or delivered in connection with the Term Loan Credit Agreement (as amended hereby)Reorganization Transactions. Notwithstanding anything to the foregoing in this Section 2.2: the consent by H&F Capital Associates, any other Term Loan Document or any H&F Capital Executives, HFCP Domestic, Xxxxxxxxxx XX, H&F GP, Xxxxxxxxxx Inc. and Xxxxxxxxxx AIV to the IPO is contingent on the IPO Closing occurring by September 30, 2009, and if the IPO Closing does not occur by such date, the consent of such parties to the documents referred IPO shall be required to therein, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders extent necessary under the Term Loan Credit Fifth Amended and Restated Limited Liability Company Agreement (as amended hereby), the other Term Loan Documents, or any other contract or instrument. Granting the waiver set forth herein does not and should not be construed to be an assurance or promise that consents or waivers will be granted in the future, whether for the matters herein stated or on other unrelated mattersof EBS Master.