Common use of Consent to Transaction Clause in Contracts

Consent to Transaction. Agent and the Lenders hereby consent to the Transaction, provided that (a) the representations and warranties set forth in Section 7 hereof and all representations and warranties of Borrower and Guarantor in the Loan Documents as amended by this Amendment (as if remade as of the Transaction Closing Date except to the extent such representations and warranties relate solely to an earlier date) shall be true and correct in all material respects as of the Transaction Closing Date, (b) no Event of Default shall have occurred and be continuing as of the Transaction Closing Date, (c) as of the Transaction Closing Date, there shall not have occurred a “Company Material Adverse Effect”, as defined in the Merger Agreement since December 31, 2011, (d) Borrower shall have paid the fee required by the First Amendment Fee Letter on the Transaction Closing Date and shall have performed all its obligations under this Amendment, (e) on or before the Transaction Closing Date, Borrower shall have delivered to Agent a due authorization, execution and delivery and enforceability legal opinion with respect to this Amendment and the First Amendment Fee Letter, substantially in the form of the due authorization, execution and delivery and enforceability opinion delivered to Agent at Closing with respect to the Loan (but with such changes as are necessary for the particulars of the transaction), (f) on or before the Transaction Closing Date, Borrower shall have delivered to Agent evidence, reasonably satisfactory to Agent, of the due authorization by Borrower and GWRI of this Amendment and the First Amendment Fee Letter, current good-standing certificates from all relevant jurisdictions of organization with respect to Borrower, GWROP and GWRI, and photo identification, certified by an officer of Borrower, of the individuals executing this Amendment and the First Amendment Fee Letter on behalf of Borrower and GWRI; (g) on or before the Transaction Closing Date, Borrower shall have delivered to Agent such items as Agent may reasonably request to satisfy the Patriot Act and other “know your customer” Legal Requirements, and (h) on or before the Transaction Closing Date, Borrower shall have paid all of the costs and expenses of Agent and Lenders as more particularly described in Section 15 hereof.

Consent to Transaction. Borrower has advised Agent that Borrower has formed a wholly owned subsidiary, Stetson Merger Sub, Inc., a Delaware corporation, and another wholly owned subsidiary, Second Stetson Merger Sub, LLC, a Delaware limited liability company (collectively, the “Subsidiary Formation”). Borrower has further advised Agent that Stetson Merger Sub, Inc. merged or will merge with and into SentreHEART, Inc., a Delaware corporation (“SentreHEART”) with SentreHEART continuing as the surviving corporation (the “First Merger”). Borrower has further advised Agent that following the First Merger, SentreHEART merged or will merge with and into Second Stetson Merger Sub, LLC, with Second Stetson Merger Sub, LLC continuing as the surviving entity (the “Second Merger”) (the Subsidiary Formation, First Merger, and Second Merger shall be referred to collectively, as the “Transaction”) pursuant to the terms of a certain Agreement and Plan of Merger, dated on or about the date hereof, by and among SentreHEART, AtriCure, Stetson Merger Sub, Inc., Second Stetson Merger Sub, LLC, and SRS Acquiom, Inc. (the “Merger Agreement”), a copy of which is in substantially the form attached as Schedule 3 hereto. Borrower acknowledges that the Transaction is prohibited under the terms of the Loan Agreement and the other Loan Documents, and Borrower has requested that Agent and Lenders consent to the Transaction. Notwithstanding anything to the contrary contained in the Loan Agreement and the other Loan Documents, including, without limitation, Section 7.1 (Dispositions), Section 7.3 (Mergers or Acquisitions) and Section 7.7 (Distributions; Investments), the Agent and Lenders hereby consent to the Transaction; provided, provided however, that such consent is expressly conditioned upon: (a) the representations and warranties set forth in Section 7 hereof and all representations and warranties of Borrower and Guarantor in the Loan Documents as amended by this Amendment (as if remade as of the Transaction Closing Date except to the extent such representations and warranties relate solely to an earlier date) shall be true and correct in all material respects as of the Transaction Closing Date, (bi) no Default or Event of Default shall have occurred and be continuing as prior to or immediately after the consummation of the Transaction Closing DateTransaction, (cii) as the Agent shall have received a true and complete copy of the Transaction Closing DateMerger Agreement, there which shall not have occurred a “Company Material Adverse Effect”, as defined be either in form and substance reasonably satisfactory to the Merger Agreement since December 31, 2011, (d) Borrower shall have paid the fee required by the First Amendment Fee Letter on the Transaction Closing Date and shall have performed all its obligations under this Amendment, (e) on Agent or before the Transaction Closing Date, Borrower shall have delivered to Agent a due authorization, execution and delivery and enforceability legal opinion with respect to this Amendment and the First Amendment Fee Letter, substantially in the form attached hereto as Schedule 3 without any amendments or modifications thereto or waivers to any conditions or terms set forth therein that could reasonably be expected to be materially adverse to the Agent or the Lenders and (iii) within sixty (60) days of the due authorizationconsummation of the Transaction, execution a joinder and delivery and enforceability opinion delivered to Agent at Closing with respect amendment to the Loan (but Agreement, in form and substance reasonably acceptable to Bank in its sole discretion, whereby, inter alia, Second Stetson Merger Sub, LLC becomes a “Borrower” under the Loan Agreement and Second Stetson Merger Sub, LLC grants to Bank a first priority Lien in and to all of its assets, together with such changes additional documents, instruments and agreements as are necessary for Bank shall reasonably require. Please note that the particulars foregoing consent applies only to the Transaction and is not a consent to or waiver of any subsequent application of the transaction), (f) on or before the Transaction Closing Date, Borrower shall have delivered to Agent evidence, reasonably satisfactory to Agent, same provisions of the due authorization by Borrower and GWRI Loan Agreement, nor is it a waiver of this Amendment any breach of any other provision of the Loan Agreement and the First Amendment Fee Letterother Loan Documents. This consent does not establish a course of dealing upon which the Borrower may rely on in the future. Except as expressly set forth in this Agreement, current good-standing certificates from all relevant jurisdictions of organization with respect to Borrower, GWROP terms and GWRI, and photo identification, certified by an officer of Borrower, provisions of the individuals executing this Amendment Loan Agreement and the First Amendment Fee Letter on behalf of Borrower other Loan Documents shall remain in full force and GWRI; (g) on or before the Transaction Closing Date, Borrower shall have delivered to Agent such items as Agent may reasonably request to satisfy the Patriot Act effect and other “know your customer” Legal Requirements, are hereby ratified and (h) on or before the Transaction Closing Date, Borrower shall have paid all of the costs and expenses of Agent and Lenders as more particularly described in Section 15 hereofconfirmed.

Consent to Transaction. The Required Lenders hereby consents to the following transaction (the "AmeriSteel Finance Transaction") and waive any provisions of the Credit Agreement, as in effect on the date hereof, that would not permit such transaction, but only to the extent that the AmeriSteel Finance Transaction would violate such provisions: Prior to January 1, 1997, the Borrower will establish and initially capitalize (up to $10,000) a Delaware corporation under the name of AmeriSteel Finance, Inc. ("AmeriSteel Finance") which will be a wholly-owned subsidiary of the Borrower. AmeriSteel Finance will have a bank account in its name established in Delaware. It will also lease space and hire not more than 4 employees to conduct business in that state. Prior to January 1, 1997, the Borrower will contribute to the capital of AmeriSteel Finance all or a substantial portion of the Borrower's accounts receivable. Said accounts receivable will be transferred by the Borrower and accepted by AmeriSteel Finance, subject to the security interest therein in favor of the Lenders and the Agent created by the Security Agreement. Pursuant to the First Mortgage Indenture, the Borrower and AmeriSteel Finance will enter into a Third Supplemental Indenture under which AmeriSteel Finance will guarantee the First Mortgage Notes. During the time that the accounts receivable transferred to it by the 156 Borrower are owned by AmeriSteel Finance, the Borrower, for a reasonable fee, will provide a limited number of ministerial services with respect to such accounts receivables. It is presently anticipated that, after January 1, 1997, AmeriSteel Finance will declare a dividend, payable to the Borrower as its sole stockholder, in the form of any uncollected receivables and available cash. It is presently anticipated that the transactions described above will be repeated each year so long, but only so long as AmeriSteel Finance is a wholly-owned Subsidiary of the Borrower and there exists no Default under the Credit Agreement. Prior to the initial transfer of the Accounts of the Borrower to AmeriSteel Finance, AmeriSteel Finance shall execute and deliver to the Agent (i) a Security Agreement (the "AmeriSteel Finance Security Agreement") granting to the Agent and the Lenders hereby consent to the Transaction, provided that (a) the representations and warranties set forth in Section 7 hereof and all representations and warranties of Borrower and Guarantor in the Loan Documents as amended by this Amendment (as if remade as of the Transaction Closing Date except to the extent such representations and warranties relate solely to an earlier date) shall be true and correct a security interest in all material respects as of the Transaction Closing Dateaccounts receivable and inventory owned by AmeriSteel Finance, (b) no Event of Default shall have occurred and be continuing as of the Transaction Closing Date, (c) as of the Transaction Closing Date, there shall not have occurred a “Company Material Adverse Effect”, as defined in the Merger Agreement since December 31, 2011, (d) Borrower shall have paid the fee required including all Accounts transferred to it by the First Amendment Fee Letter on the Transaction Closing Date and shall have performed all its obligations under this Amendment, (e) on or before the Transaction Closing Date, Borrower shall have delivered to Agent a due authorization, execution and delivery and enforceability legal opinion with respect to this Amendment and the First Amendment Fee Letter, substantially in the form of the due authorization, execution and delivery and enforceability opinion delivered to Agent at Closing with respect to the Loan (but with such changes as are necessary for the particulars of the transaction), (f) on or before the Transaction Closing Date, Borrower shall have delivered to Agent evidence, reasonably satisfactory to Agent, of the due authorization by Borrower and GWRI of this Amendment and the First Amendment Fee Letter, current good-standing certificates from all relevant jurisdictions of organization with respect to Borrower, GWROP and GWRI, and photo identification, certified by an officer of Borrower, of the individuals executing this Amendment and the First Amendment Fee Letter on behalf of Borrower and GWRI; (g) on or before the Transaction Closing Date, Borrower shall have delivered to Agent such items as Agent may reasonably request to satisfy the Patriot Act and other “know your customer” Legal Requirements, and (hii) on or before a Guaranty (the Transaction Closing Date, Borrower "AmeriSteel Finance Guaranty") pursuant to which AmeriSteel Finance shall have paid guarantee all obligations of the costs Borrower under the Credit Agreement, the Notes and expenses of Agent and Lenders as more particularly described in Section 15 hereofthe other Credit Documents.