Common use of Consent to Reorganization Clause in Contracts

Consent to Reorganization. Notwithstanding anything to the contrary set forth in the Credit Agreement, Agent and Lenders hereby consent to the Reorganization and any Investment, Restricted Junior Payment, disposition of assets, other dispositions, mergers and other modifications, and in each case with respect to intercompany transfers of assets from Loan Parties to non-Loan Parties, which are specifically described in the Transaction Summary (as the same may be from time to time amended by the Borrower or Parent; provided that no changes thereto that are adverse in any material respect to the Lenders and Agent shall be made unless consented to in writing by Agent)) (collectively, the “Reorganization Transactions”); provided, that, each of the following conditions precedent has been satisfied: (a) the satisfaction or waiver of any other conditions to the consummation of the Reorganization Transactions which are required to be satisfied under the Term Loan Agreement; (b) the Collateral (other than, commencing on the Worldwide Release Date, the assets of Worldwide or the Equity Interests in Worldwide) pledged pursuant to the Loan Documents in favor of Agent (and the perfection and priority of Agent’s Lien thereon) taken as a whole shall not be adversely affected in any material respect as the final result of the consummation and completion of the Reorganization as a whole; (c) subject to the timing requirements contained in Section 5.11 and Section 5.12 of the Credit Agreement or as otherwise provided in this Amendment No. 2, each Loan Party shall comply with the terms of Section 5.11 and 5.12 of the Credit Agreement; (d) immediately prior to and immediately after giving effect to any of the Reorganization Transactions or any steps in furtherance of the consummation of the Reorganization, US Borrower shall have Excess Availability of not less than $30,000,0000; (e) all of the Equity Interests in each Loan Party (other than Parent and, commencing on the Worldwide Release Date, Worldwide) shall be owned directly by another Loan Party, immediately prior to and immediately after giving effect to the Reorganization Transactions or any steps in furtherance of the consummation of the Reorganization; and (f) each Loan Party (other than Parent and, commencing on the Worldwide Release Date, Worldwide) shall be a Subsidiary of Parent, immediately prior to and immediately after giving effect to any of the Reorganization Transactions or any steps in furtherance of the consummation of the Reorganization.

Consent to Reorganization. Notwithstanding anything to the contrary set forth contained in the Credit Agreement, Agent and but subject to the terms of this Amendment, the Lenders hereby consent to the Reorganization and any Investmentto the Parent Companies and their Subsidiaries taking the steps necessary to consummate the Reorganization, Restricted Junior Payment, disposition of assets, other dispositions, mergers and other modifications, and in each case accordance with respect to intercompany transfers of assets from Loan Parties to non-Loan Parties, which are specifically the steps described in the Transaction Summary (Exhibit A attached hereto, so long as the same may be from time to time amended by the Borrower or Parent; provided that no changes thereto that are adverse in any material respect to the Lenders and Agent shall be made unless consented to in writing by Agent)) (collectively, the “Reorganization Transactions”); provided, that, each of the following conditions precedent has been are satisfied: (ai) after giving effect to the satisfaction Reorganization Merger, the Corporation shall own all of the issued and outstanding Class A Shares of Starwood REIT, which shares shall represent 100% of the equity interests in Starwood REIT other than the equity interests represented by the Class B Shares and the Class A Exchangeable Preferred Shares and Class B Exchangeable Preferred Shares; (ii) (x) in no event shall any additional Class A Exchangeable Preferred Shares or waiver Class B Exchangeable Preferred Shares be issued in connection with the Reorganization Merger, except as specifically contemplated by clause (ii) of any other conditions Section 9.14(c) of the Credit Agreement (as added pursuant to this Amendment), (y) in no event shall the issued and outstanding Class B Shares, at the time of the consummation of the Reorganization Transactions which are required and immediately after giving effect thereto, represent more than 49% of the aggregate economic interests (as determined by the Corporation in good faith on a reasonable basis) represented by all outstanding equity interests in Starwood REIT (exclusive of the outstanding Class A Exchangeable Preferred Shares and Class B Exchangeable Preferred Shares) and (z) in any event the terms of all Class B Shares shall provide that same shall be, at the option of the Corporation at any time when one or more material Events of Default (pursuant to the Credit Agreement or certain other material Indebtedness) have continued in existence beyond certain cure periods to be satisfied under determined, mandatorily exchanged for shares of common stock of the Term Loan Corporation; (iii) in no event shall the Class A Shares constitute Margin Stock, and all said Class A Shares shall be immediately pledged (and delivered for pledge) by the Corporation pursuant to the Pledge and Security Agreement; (biv) all material consents and approvals of, and filings and registrations with, and all of the Collateral (other thanactions in respect of, commencing on all governmental agencies, authorities or instrumentalities, as well as all shareholders, holders of equity interests, creditors and parties to contracts with the Worldwide Release DateParent Companies and their Subsidiaries, required in order to make or consummate the assets of Worldwide Reorganization shall have been obtained, given, filed or taken and are or will, at the Equity Interests in Worldwide) pledged pursuant to the Loan Documents in favor of Agent (and the perfection and priority of Agent’s Lien thereon) taken as a whole shall not be adversely affected in any material respect as the final result time of the consummation and completion of the Reorganization as a whole;Merger, be in full force and effect (without limiting the foregoing, all required shareholder consents of the (cv) subject to at the timing requirements time of the consummation of the Reorganization (and after giving effect thereto) no Specified Default, and no Event of Default, shall be in existence and all representations, warranties and agreements contained in Section 5.11 and Section 5.12 of the Credit Agreement Documents shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as otherwise of a specified date shall be required to be true and correct in all material respects only as of such specified date); provided in that for purposes of this Amendment No. 2clause (v), each Loan Party the following modifications shall comply with the terms of be deemed made to Section 5.11 and 5.12 7 of the Credit Agreement; (d) immediately prior to and immediately after giving effect to any of the Reorganization Transactions or any steps in furtherance of the consummation of the Reorganization, US Borrower shall have Excess Availability of not less than $30,000,0000; (ea) all of the Equity Interests references in each Loan Party (other than Parent and, commencing on the Worldwide Release Date, Worldwide) said Section 7 to "Documents" shall be owned directly by another Loan Party, immediately prior deemed to include any documents executed and immediately after giving effect to the Reorganization Transactions or any steps delivered in furtherance of the consummation of connection with the Reorganization; and (fb) all references in said Section 7 to the "Transaction" shall be deemed to include the Reorganization and each Loan Party of the components thereof; (vi) all proxy materials and similar materials distributed to shareholders of Starwood REIT or the Corporation, generally, shall be distributed to the Lenders substantially concurrently with their distribution to said shareholders; (vii) all terms of the Reorganization, the Class B Shares and any other than Parent documentation entered into in connection with the Reorganization or the Class B Shares shall, in each case, be required to be reasonably satisfactory to the Lead Agents and, commencing on if there are any material differences (in the Worldwide Release Dategood faith determination of the Lead Agents) in any of the terms of the Reorganization, Worldwide) the Class B Shares and the other documentation entered into in connection therewith from that described in this Fifth Amendment, same shall be a Subsidiary required to be satisfactory to the Required Lenders. Such satisfaction may be evidenced by (i) the written approval of Parentthe Required Lenders obtained after the documentation relating thereto has been distributed to them or (ii) if said terms and documentation are satisfactory to the Lead Agents and the Lenders are notified thereof, immediately prior to the Required Lenders shall be deemed satisfied therewith unless, within 10 days after the Lenders' receipt of such notice and immediately after giving effect the relevant documentation, the Required Lenders have objected in writing to any of the terms or documentation entered into in connection with the Reorganization Transactions or any steps the Class B Shares; (viii) the Reorganization Merger shall be consummated not later than March 31, 1999; and (ix) the Lead Agents shall have received such opinions of counsel (with the counsel and form and substance of said opinions to be reasonably satisfactory to the Lead Agents) to the extent requested by them in furtherance of connection with the consummation of the Reorganizationforegoing.

Consent to Reorganization. Notwithstanding anything Borrower has informed the Lenders that Borrower intends to enter into a transaction pursuant to which (a) Globe Merger Sub I, Inc., a wholly-owned Subsidiary of BridgeBio (“Merger Sub I”), will merge with and into Borrower, with Borrower surviving such merger (the contrary set forth “Initial Merger”) and (b) immediately following the Initial Merger, Borrower shall merge with and into Globe Merger Sub II, Inc., a wholly-owned Subsidiary of BridgeBio (“Merger Sub II”), all pursuant to that certain Agreement and Plan of Merger by and among Borrower, Merger Sub I, Merger Sub II and BridgeBio Pharma, Inc. in substantially the Credit form attached as Schedule 2 hereto (the “Merger Agreement”) (the “Reorganization”). Pursuant to Section 7.3 of the Loan Agreement, Agent and the Lenders hereby consent to the Reorganization and any InvestmentReorganization, Restricted Junior Paymentprovided, disposition of assets, other dispositions, mergers and other modifications, and in each case with respect to intercompany transfers of assets from Loan Parties to non-Loan Parties, which are specifically described in the Transaction Summary (as the same may be from time to time amended by the Borrower or Parent; provided that no changes thereto that are adverse in any material respect to the Lenders and Agent shall be made unless consented to in writing by Agent)) (collectivelyhowever, the “Reorganization Transactions”); provided, that, each of the following conditions precedent has been satisfied: Lenders’ consent is expressly conditioned upon (a) the satisfaction or waiver of any other conditions to the consummation of the Reorganization Transactions which are required to be satisfied under the Term Loan Agreement; (b) the Collateral (other than, commencing on the Worldwide Release Date, the assets of Worldwide or the Equity Interests in Worldwide) pledged pursuant to the Loan Documents in favor of Agent (and the perfection and priority of Agent’s Lien thereon) taken as a whole shall not be adversely affected in any material respect as the final result of the consummation and completion of the Reorganization as a whole; (c) subject to the timing requirements contained in Section 5.11 and Section 5.12 of the Credit Agreement or as otherwise provided in this Amendment No. 2, each Loan Party shall comply contemporaneously with the terms of Section 5.11 and 5.12 of the Credit Agreement; (d) immediately prior to and immediately after giving effect to any of the Reorganization Transactions or any steps in furtherance of the consummation closing of the Reorganization, US Merger Sub II (i) assuming all obligations of Borrower shall have Excess Availability under each of the Loan Agreement and the other Loan Documents and (ii) granting Agent, for the ratable benefit of the Lenders, under any applicable law, a first-priority perfected Lien in such assets of Merger Sub II as are consistent with the description of the Collateral under the Loan Agreement (as if the Collateral were deemed to pertain to the assets of Merger Sub II) and executing and/or delivering to the Lenders a copy of Merger Sub II’s certificate of incorporation (together with all amendments thereto) certified by the Delaware Secretary of State, a copy of Merger Sub II’s by-laws (together with all amendments thereto), a secretary’s corporate borrowing certificate, resolutions of Merger Sub II’s shareholders in connection with Merger Sub II’s assumption of the obligations of Borrower (to the extent required by Merger Sub II’s organizational documents), a long-form certificate of good standing from the State of Delaware, certificates of good standing/foreign qualification from each State where Merger Sub II is qualified to do business, a landlord’s consent with respect to each of Merger Sub II’s leased locations, a bailee’s waiver with respect to each location where Merger Sub II maintains property with a third party, a perfection certificate, insurance certificates and endorsements, and such other documents as reasonably requested by the Lenders, all in form and substance acceptable to the Lenders in the Lenders’ sole and absolute discretion, (b) Borrower not less than $30,000,0000; assuming or incurring any Indebtedness or Liens in connection with the Reorganization, (c) the Reorganization not resulting in an Event of Default, (d) the Lenders having received fully-executed copies of the Merger Agreement and the other documents in connection with the Reorganization and (e) all of the Equity Interests in each Loan Party (other than Parent and, commencing Reorganization occurring on the Worldwide Release Date, Worldwide) shall be owned directly by another date of this Loan Party, immediately prior to and immediately after giving effect to the Reorganization Transactions or any steps in furtherance of the consummation of the Reorganization; and (f) each Loan Party (other than Parent and, commencing on the Worldwide Release Date, Worldwide) shall be a Subsidiary of Parent, immediately prior to and immediately after giving effect to any of the Reorganization Transactions or any steps in furtherance of the consummation of the ReorganizationModification Agreement.