Common use of Holding Company Reorganization Clause in Contracts

Holding Company Reorganization. The Company at any time may consummate a Holding Company Reorganization, provided that (i) immediately after giving effect thereto, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) the Company shall cause the Holding Company to (A) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assets) and such joinder agreements, amendments and supplements to the applicable Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Credit Parties, a Lien on all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instruments, in each case in form and substance reasonably satisfactory to the Administrative Agent, and shall take all actions as may be required to preserve the enforceability of the Loan Documents, (iii) each Guarantor shall have confirmed in writing that its Guarantee shall apply to the Obligations of the Borrower notwithstanding the occurrence of the Holding Company Reorganization, (iv) the Administrative Agent shall have received such officers’ certificates and opinions of counsel as it may reasonably request in connection with such transaction, (v) the direct or indirect holders of the Capital Stock of the Holding Company immediately following such Holding Company Reorganization are substantially the same as the holders of the Company’s Capital Stock immediately prior to such Holding Company Reorganization, (vi) the revised organizational structure of the Holding Company, the Company and the Subsidiaries shall be reasonably satisfactory to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

Holding Company Reorganization. The Borrower may merge with a Wholly-Owned Subsidiary of the Holding Company at any time may consummate a as contemplated by the Proxy Statement (the “Holding Company Reorganization, provided that ”) so long as at the time of such transaction: (ia) immediately after giving effect thereto, no Default Under This Agreement or Event of Default shall then exist or immediately thereafter shall have occurred begin to exist; (b) Borrower is in full compliance with this Agreement both prior to and be continuing, (ii) the Company shall cause subsequent to the Holding Company to Reorganization; (Ac) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assets) shall have executed and such joinder agreementsdelivered to Bank, amendments and supplements an assumption agreement, pursuant to the applicable Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Credit Parties, a Lien on all Collateral owned by which the Holding Company (other than Excluded Assets) and take unconditionally assumes all such actions necessary to cause such Lien to be duly perfected to of the extent required by the Security Documents and (C) expressly assume all obligations of the Company Borrower under this Agreement and the other Loan Documents pursuant loan documents to supplements hereto which Borrower is a party; (d) the Holding Company shall have executed and thereto delivered to Bank such other security documents as Bank deems necessary or other advisable; and (e) Borrower shall have provided to Bank such corporate governance and authorization documents or instrumentsand an opinion of counsel, in each case in form and substance reasonably satisfactory to the Administrative AgentBank, and shall take all actions as may be required to preserve the enforceability deemed necessary or advisable by Bank. Upon completion of the Loan Documentssuch transaction in accordance with the foregoing requirements, the Holding Company shall (i) succeed to all of the rights and obligations of Borrower under this Agreement and the other loan documents to which Borrower is a party, (ii) for all purposes hereof be substituted for Borrower hereunder, and (iii) each Guarantor shall have confirmed constitute the “Borrower” bound by this Agreement and the other loan documents to which Borrower is a party. After the transactions contemplated in writing that its Guarantee shall apply this Section 3D.01.3, to the Obligations of the Borrower notwithstanding the occurrence of the Holding Company Reorganization, (iv) the Administrative Agent shall have received such officers’ certificates and opinions of counsel evidence Borrower’s obligations as it may reasonably request in connection with such transaction, (v) the direct or indirect holders of the Capital Stock of the Holding Company immediately following such Holding Company Reorganization are substantially the same as the holders of the Company’s Capital Stock immediately prior to such Holding Company Reorganization, (vi) the revised organizational structure a subsidiary of the Holding Company, the Company Borrower shall execute and the Subsidiaries shall be reasonably satisfactory deliver to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationBank a guaranty of payment.

Holding Company Reorganization. The Company at any time may consummate a Holding Company ReorganizationNotwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, provided the parties hereto acknowledge and agree that (i) immediately after giving effect thereto, so long as no Default or Event of Default shall exist or shall have has occurred and be continuing, is continuing and (ii) the Company shall cause Borrower is in pro forma compliance with the financial covenant set forth in Section 7.7 and the Debt Incurrence Test, in each case after giving effect to such Holding Company to Reorganization (A) become regardless of whether a party to Suspension Period is in effect at such time), the Guarantee Agreement as Borrower and its Subsidiaries may complete a GuarantorHolding Company Reorganization. In furtherance of this Section 13.1, (B) deliver to each Lender hereby irrevocably authorizes the Administrative Agent any certificates representing the Collateral consisting Agent, on behalf of all Capital Stock owned such Lender and without further action or consent by the Holding Company (other than Excluded Assets) and such joinder agreementsLender, to enter into amendments and supplements or modifications to the applicable Security this Agreement or to enter into additional Loan Documents or such other documents as the Administrative Agent shall deem necessary or advisable reasonably deems appropriate in order to grant to effectuate the terms of such Holding Company Reorganization; provided that: (a) the Administrative AgentAgent shall have received written notice, for the benefit of the Credit Parties, a Lien on all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instruments, in each case in form and substance reasonably satisfactory to the Administrative Agent, of such Holding Company Reorganization (which notice shall describe in reasonable detail the terms and shall take structure of all actions as may be required proposed steps to preserve the enforceability of the Loan Documentseffectuate such Holding Company Reorganization), not less than thirty (iii30) each Guarantor shall have confirmed in writing that its Guarantee shall apply days prior to the Obligations completion of such Holding Company Reorganization; (b) concurrently with the Borrower notwithstanding the occurrence completion of the such Holding Company Reorganization, (iv) the Administrative Agent shall have received (i) a reaffirmation agreement from each guarantor (and, to the extent that Gray remains the Borrower hereunder, Gray) reaffirming such officers’ certificates Person’s obligations under the Loan Documents to which it is a party and opinions of counsel as it may (ii) an agreement, in form and substance reasonably request in connection with such transactionsatisfactory to the Administrative Agent, (v) the direct or indirect holders of the Capital Stock of executed by each New Borrower, each Intermediate Holding Company and the Holding Company (as applicable) which such agreement shall provide for (A) the assumption by the New Borrower of all of the obligations of Gray (to the extent that Gray is no longer the Borrower) as the “Borrower” hereunder and under the other Loan Documents, in each case, immediately following prior to the completion of such Holding Company Reorganization are substantially and (B) the same as the holders of the Company’s Capital Stock immediately prior to such acknowledgement and agreement by each Holding Company Reorganization, (vi) the revised organizational structure of the Holding Company, the Company and the Subsidiaries shall be reasonably satisfactory to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.Intermediate Holding Company of its obligations hereunder;

Holding Company Reorganization. The Company at any time may consummate a Holding Company ReorganizationNotwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, provided the parties hereto acknowledge and agree that (i) immediately after giving effect thereto, so long as no Default or Event of Default shall exist or shall have has occurred and be continuing, is continuing and (ii) the Company shall cause Borrower is in pro forma compliance with the financial covenant set forth in Section 7.7 and the Debt Incurrence Test, in each case after giving effect to such Holding Company to Reorganization (A) become regardless of whether a party to Suspension Period is in effect at such time), the Guarantee Agreement as Borrower and its Subsidiaries may complete a GuarantorHolding Company Reorganization. In furtherance of this Section 13.1, (B) deliver to each Lender hereby irrevocably authorizes the Administrative Agent any certificates representing the Collateral consisting Agent, on behalf of all Capital Stock owned such Lender and without further action or consent by the Holding Company (other than Excluded Assets) and such joinder agreementsLender, to enter into amendments and supplements or modifications to the applicable Security this Agreement or to enter into additional Loan Documents or such other documents as the Administrative Agent shall deem necessary or advisable reasonably deems appropriate in order to grant to effectuate the terms of such Holding Company Reorganization; provided that: (a) the Administrative AgentAgent shall have received written notice, for the benefit of the Credit Parties, a Lien on all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instruments, in each case in form and substance reasonably satisfactory to the Administrative Agent, of such Holding Company Reorganization (which notice shall describe in reasonable detail the terms and shall take structure of all actions as may be required proposed steps to preserve the enforceability of the Loan Documentseffectuate such Holding Company Reorganization), not less than thirty (iii30) each Guarantor shall have confirmed in writing that its Guarantee shall apply days prior to the Obligations completion of such Holding Company Reorganization; (b) concurrently with the Borrower notwithstanding the occurrence completion of the such Holding Company Reorganization, (iv) the Administrative Agent shall have received (i) a reaffirmation agreement from each guarantor (and, to the extent that Gray remains the Borrower hereunder, Gray) reaffirming such officers’ Person’s obligations under the Loan Documents to which it is a party and (ii) an agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by each New Borrower, each Intermediate Holding Company and the Holding Company (as applicable) which such agreement shall provide for (A) the assumption by the New Borrower of all of the obligations of Gray (to the extent that Gray is no longer the Borrower) as the “Borrower” hereunder and under the other Loan Documents, in each case, immediately prior to the completion of such Holding Company Reorganization and (B) the acknowledgement and agreement by each Holding Company and each Intermediate Holding Company of its obligations hereunder; (c) concurrently with the completion of such Holding Company Reorganization the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) an executed supplement to the Collateral Agreement for the Holding Company and each Intermediate Holding Company, which shall authorize the filing of appropriate Uniform Commercial Code financing statements; (ii) guaranty agreements executed by the Holding Company and each Intermediate Holding Company, in form and substance reasonably satisfactory to the Administrative Agent; (iii) a loan certificate for the Holding Company, each Intermediate Holding Company and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, together with appropriate attachments; (iv) such original Capital Stock or other certificates and opinions of counsel as it may reasonably request in connection with such transaction, (v) the direct stock or indirect holders of other transfer powers evidencing the Capital Stock of the Holding Company immediately following Borrower; and (v) updated Schedules to this Agreement and such other updated Schedules to the Loan Documents as may be necessary to make the representations and warranties contained in the Loan Documents true and correct in all material respects as of the date such Person is joined to any applicable Loan Document (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all respects); and (d) concurrently with the completion of such Holding Company Reorganization Reorganization, the Administrative Agent shall have received all other documentation, including one or more opinions of counsel, which are substantially reasonably satisfactory to the same as the holders of the Company’s Capital Stock immediately prior Administrative Agent and which in its opinion is appropriate with respect to such Holding Company Reorganization, (vi) the revised organizational structure of Borrower, each Intermediate Holding Company and the Holding Company. (e) The parties hereto acknowledge and agree that each document, the Company and the Subsidiaries shall agreement or instrument executed or issued pursuant to this Section 13.1 will be reasonably satisfactory to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required by regulatory authorities under applicable a “know your customerLoan Document” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationfor purposes of this Agreement.

Holding Company Reorganization. The Company at any time may consummate Notwithstanding anything herein to the contrary, GTSI shall be permitted to organize and create a holding company ("GTSI Holding") in a transaction or series of related transactions ("Holding Company Reorganization, provided that ") which satisfy each of the following conditions: (i) immediately after giving effect theretothere is no Existing Default, and no Default or Event of Default shall exist will occur or shall have occurred and be continuing, is reasonably likely to occur as a result of or due to the Holding Company Reorganization; (ii) simultaneously with the Company shall cause closing of the Holding Company Reorganization each of GTSI and GTSI Holding executes and delivers to (A) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assetsa) and such joinder agreements, amendments and supplements documents necessary to the applicable Security Documents or such other documents as the grant Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Credit Parties, Lenders a Lien on first priority Security Interest in all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instrumentsassets of GTSI Holding, in each case in form and substance reasonably satisfactory to the Administrative Agent, and shall take including all actions as may be required to preserve the enforceability of the Loan Documents, (iii) each Guarantor shall have confirmed in writing that its Guarantee shall apply to the Obligations of the Borrower notwithstanding the occurrence GTSI's outstanding capital stock upon closing of the Holding Company Reorganization, and (b) an unlimited Guaranty of the Loan Obligations executed by GTSI Holding, each in form and substance satisfactory to Administrative Agent; (iii) prior to the closing of the Holding Company Reorganization, a Responsible Officer of Borrower delivers to Administrative Agent a certificate certifying that 84 such Holding Company Reorganization satisfies the conditions set forth in this Section 14.18.2; (iv) the Administrative Agent shall have received Holding Company is organized under the Delaware General Corporation Law ("DGCL") within 60 days prior to the closing, as a direct wholly owned Subsidiary of GTSI, solely for the purpose of consummating the Holding Company Reorganization, with no material assets and only such officers’ certificates liabilities that are immaterial and opinions of counsel as it may reasonably request in connection with such transaction, incidental to its organization and purpose; (v) the direct or indirect holders of the Capital Stock of the Holding Company immediately following such Holding Company Reorganization are substantially is consummated pursuant to and in accordance with Section 251(g) of the DGCL, whereby GTSI will merge with and into a special purpose Delaware corporation that is a direct wholly owned Subsidiary of GTSI Holding and an indirect wholly owned Subsidiary of GTSI, and GTSI will survive such merger as the successor corporation and a direct wholly owned Subsidiary of GTSI Holding, and each outstanding share of GTSI's common stock shall be converted into one share of GTSI Holding's common stock with the same voting powers, designations, preferences and rights, and the qualifications, restrictions and limitations thereof, with respect to GTSI Holding as the holders of the Company’s Capital Stock immediately prior such stock had with respect to such Holding Company Reorganization, GTSI; and (vi) the revised organizational structure of the Holding Company, the Company and the Subsidiaries shall reorganization must be reasonably satisfactory tax free for federal income tax purposes to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required GTSI stockholders. Fiscal Year. Change its fiscal year from December 31. Leases. Enter into any Capital Leases except as permitted by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationSection 0.

Holding Company Reorganization. The Borrower may merge with a Wholly-Owned Subsidiary of the Holding Company at any time may consummate a as contemplated by the Proxy Statement (the "Holding Company Reorganization, provided that ") so long as at the time of such transaction: (ia) immediately after giving effect thereto, no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall have occurred and be continuing, begin to exist; (iib) the Company shall cause Companies are in full compliance with the Loan Documents both prior to and subsequent to the Holding Company to Reorganization; (Ac) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assets) shall have executed and such joinder agreements, amendments and supplements delivered to the applicable Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Credit PartiesBanks, a Lien on all Collateral owned by an Assumption Agreement, pursuant to which the Holding Company (other than Excluded Assets) and take unconditionally assumes all such actions necessary to cause such Lien to be duly perfected to of the extent required by the Security Documents and (C) expressly assume all obligations of the Company Borrower under this Agreement and the other Loan Documents pursuant to supplements hereto which Borrower is a party; (d) the Holding Company shall have executed and thereto delivered to Agent and the Banks a Security Agreement, Collateral Assignment and Security Agreement, Collateral Assignment of Licenses and Permits and such other Security Documents as Agent and the Banks deem necessary or other advisable; and (e) Borrower shall have provided to Agent and the Banks such corporate governance and authorization documents or instrumentsand an opinion of counsel, in each case in form and substance reasonably satisfactory to Agent and the Administrative AgentBanks, and shall take all actions as may be required to preserve deemed necessary or advisable by Agent and the enforceability Banks. Upon completion of the such transaction in accordance with the foregoing requirements, the Holding Company shall (i) succeed to all of the rights and obligations of Borrower under this Agreement and the other Loan DocumentsDocuments to which Borrower is a party, (ii) for all purposes hereof be substituted for Borrower hereunder, and (iii) each Guarantor shall have confirmed constitute the "Borrower" bound by this Agreement and the other Loan Documents to which Borrower is a party. After the transactions contemplated in writing that its Guarantee shall apply this Section 5.14, to the Obligations of the Borrower notwithstanding the occurrence of the Holding Company Reorganization, (iv) the Administrative Agent shall have received such officers’ certificates and opinions of counsel evidence Borrower's obligations as it may reasonably request in connection with such transaction, (v) the direct or indirect holders of the Capital Stock of the Holding Company immediately following such Holding Company Reorganization are substantially the same as the holders of the Company’s Capital Stock immediately prior to such Holding Company Reorganization, (vi) the revised organizational structure a subsidiary of the Holding Company, the Company Borrower shall execute and the Subsidiaries shall be reasonably satisfactory deliver to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationa Guaranty of Payment.

Holding Company Reorganization. The Company at any time (a) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that the Consolidated Companies may consummate complete a Holding Company Reorganization, ; provided that that: (i) immediately after giving effect thereto, no Default or Event of Default shall exist or shall have has occurred and be continuing, is continuing or would result therefrom; (ii) the Company shall cause the Holding Company to (A) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assets) and such joinder agreements, amendments and supplements to the applicable Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant have received written notice, in form and substance reasonably satisfactory to the Administrative Agent, for the benefit from NPL of the Credit Parties, a Lien on all Collateral owned by the Holding Company Reorganization (which notice shall describe in reasonable detail the terms and structure of all proposed steps to effectuate such Holding Company Reorganization), not less than thirty (30) days prior to the completion of the Holding Company Reorganization; (iii) immediately after giving effect to the Holding Company Reorganization, no Change in Control shall have occurred; and (iv) concurrently with the completion of the Holding Company Reorganization, the Administrative Agent shall have received (A) such guaranty agreements, security documents, legal opinions, filings, certificates, schedules, organizational documents and other than Excluded Assets) and take all such actions necessary to cause such Lien deliverables (including, without limitation, those required to be duly perfected to the extent required delivered by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents Credit Parties pursuant to supplements hereto and thereto or other documents or instrumentsSection 6.1) as reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, and shall take all actions as may be required to preserve the enforceability of the Loan Documents, (iii) each Guarantor shall have confirmed in writing that its Guarantee shall apply to the Obligations of the Borrower notwithstanding the occurrence of whereby the Holding Company Reorganization, (iv) and each US Subsidiary shall guaranty the Administrative Agent Secured Obligations and each Canadian Subsidiary shall have received such officers’ certificates guaranty the Canadian Secured Obligations and opinions each US Subsidiary and each Canadian Subsidiary grant a security interest in their respective assets constituting Collateral pursuant to the requirements of counsel as it may reasonably request in connection with such transaction, (v) the direct or indirect holders of the Capital Stock of the Holding Company immediately following such Holding Company Reorganization are substantially the same as the holders of the Company’s Capital Stock immediately prior to such Holding Company Reorganization, (vi) the revised organizational structure of the Holding Company, the Company and the Subsidiaries shall be reasonably satisfactory to Administrative Agent Section 8.14 and (viiB) the Administrative Agent and each Lender shall receive all documentation and other information required requested by regulatory authorities under the Administrative Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations. (b) In furtherance of this Section 12.22, including each Lender hereby irrevocably authorizes the Patriot Act Administrative Agent, on behalf of such Lender and without further action or consent by such Lender, to enter into amendments or modifications to this Agreement or to enter into additional Loan Documents as the Beneficial Ownership RegulationAdministrative Agent reasonably deems appropriate in order to effectuate the terms of the Holding Company Reorganization. (c) The Borrower, the Administrative Agent and each Lender each agrees that it will make, execute and deliver all such additional documents and instruments, and will take such further actions, as NPL or the Administrative Agent shall reasonably request for the purposes of implementing or effectuating the Holding Company Reorganization; provided that the Holding Company Reorganization does not impair the rights or remedies of the Administrative Agent or the Lenders under the Loan Documents. (d) For purposes hereof, “Holding Company” means one or more U.S. Persons, each of which is owned directly or indirectly by Southwest Gas or its Subsidiaries (subject to a minority interest of approximately 3.4%), that is formed for the purpose of owning, and does own, directly or indirectly, all of the Equity Interests of the US Credit Parties, the Canadian Credit Parties, or both, and as of the date hereof, “Holding Company” is expected to be either Isleworth Holding Company or Isleworth Intermediate Holding Company.

Holding Company Reorganization. The Company at any time may consummate a Holding Company Reorganization(or, provided that (i) immediately after giving effect thereto, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) the Company shall cause the Holding Company to (A) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assets) and such joinder agreements, amendments and supplements to the applicable Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit on behalf of the Credit PartiesCompany, a Lien on the Bank) has filed all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instruments, in each case in form and substance reasonably satisfactory to the Administrative Agent, regulatory applications and shall take all actions to cause the Company to have sufficient authorized Common Stock and Preferred Stock to complete any Subsequent Drawdown, and in connection therewith to complete the Holding Company Reorganization as may be required to preserve the enforceability soon as permissible in accordance with applicable requirements of the Loan Documents, (iii) each Guarantor shall have confirmed in writing that its Guarantee shall apply to BHC Act and the Obligations laws of the Borrower notwithstanding State of Florida and any other applicable law. To the occurrence of extent the Company receives the necessary approvals to complete the Holding Company Reorganization, the Company shall promptly undertake and complete the Holding Company Reorganization in which all issued and outstanding common stock of the Bank shall be exchanged for Common Stock and, if applicable, Preferred Stock; provided that the parties hereto acknowledge that the Holding Company Reorganization and the Private Placement together are intended to constitute a tax-free contribution of property to the Company in exchange for Common Stock and, if applicable, Preferred Stock pursuant to Section 351 of the Code, and shall file all Tax Returns consistent with such treatment. Each Investor, severally and not jointly, has committed to make capital contributions to the Company on the terms set forth in this Agreement and the agreements referred to in clauses (ivX), (Y) and (Z) below and in connection therewith to acquire up to that number of shares of Company Common Stock and, if applicable, Preferred Stock represented by such Investor’s Maximum Dollar Investment, not to exceed such Investor’s Maximum Committed Percentage and Maximum Voting Percentage, each as set forth on such Investor’s signature page hereto. Each Investor’s obligation to make such capital contributions shall be contingent solely upon satisfaction of the Administrative Agent shall have received such officers’ certificates conditions precedent to the obligations of the parties in this Agreement and opinions of counsel as it may reasonably request in the Private Placement Documents in connection with the Subsequent Drawdowns, which shall without limitation include (A) approval of each Subsequent Drawdown by both the Executive Committee and the Board of Directors of the Company and (B) receipt of all required approvals, consents or non-objections of Governmental Entities including non-control determinations with respect to each Investor’s Maximum Committed Percentage and Maximum Voting Percentage; provided that no Investor shall be required to invest more than such transactionInvestor’s Maximum Committed Percentage and Maximum Voting Percentage as set forth on such Investor’s signature page hereto. The Company and the Investors shall execute and deliver (X) this Agreement substantially in the form of Exhibit C to the Bank Investment Agreement and to the Bank Subscription Agreements providing for certain rights, obligations and arrangements among the Investors and the Company with respect to purchases of the Company Common Stock and, if applicable Preferred Stock and the obligations with respect to Subsequent Drawdowns up to the Maximum Committed Percentage and Maximum Voting Percentage, which shall require, among other things, each Investor to subscribe for and purchase Company Common Stock and, if applicable, Preferred Stock in one or more Subsequent Drawdowns, at a purchase price per share equal to (i) $5.00 during the twenty-four (24) month period from and after April 29, 2011, which is the closing date of the Initial Drawdown (as defined in the Bank Investment Agreement), and (ii) “TBV” (as such term is defined in the Stockholders’ Agreement) during the subsequent twelve (12) month period, up to such Investor’s Maximum Dollar Investment, not to exceed such Investor’s Maximum Committed Percentage and Maximum Voting Percentage, over a thirty-six (36) month period from and after April 29, 2011, which is the closing date of the Initial Drawdown (as defined in the Bank Investment Agreement), subject to satisfaction of the conditions precedent to the obligations of the parties thereto, which agreement shall become effective upon receipt of all applicable required approvals, consent or non-objections of Governmental Entities, (vY) an agreement substantially in the direct or indirect holders form of Exhibit D to the Capital Stock of Bank Investment Agreement and the Holding Company immediately following such Holding Company Reorganization are substantially the same as the holders of the Company’s Capital Stock immediately prior to such Holding Company ReorganizationBank Subscription Agreements providing for certain rights, (vi) the revised organizational structure of the Holding Company, obligations and arrangements among certain Stockholders and the Company and the Subsidiaries shall be reasonably satisfactory to Administrative Agent governance of the Company (the “Stockholders’ Agreement”) and (viiZ) an agreement substantially in the Administrative Agent form of Exhibit E to the Bank Investment Agreement and the Bank Subscription Agreements providing for certain rights with respect to the registration of the Company capital stock under the federal securities laws (the “Registration Rights Agreement”); provided that any modifications to the Private Placement Documents (other than the Bank Investment Agreement and the Bank Subscription Agreements) required by applicable Governmental Entities shall only require the consent of the Company and each Lender of the parties, other than the Bank, to the Bank Investment Agreement (the “Key Investors”), except that any material modifications shall receive all documentation require the consent of the Company and each of the parties to the applicable Private Placement Document and any modification that would reasonably be expected to adversely alter the rights or obligations of an Investor in a manner disproportionate to the effect such modification has on other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Investors (including the Patriot Act and Key Investors) (other than based on the Beneficial Ownership Regulationrelative ownership interests of such Investor) shall require the consent of such Investor.

Holding Company Reorganization. The Company at any time may consummate a Holding Company ReorganizationNotwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, provided the parties hereto acknowledge and agree that (i) immediately after giving effect thereto, so long as no Default or Event of Default shall exist or shall have has occurred and be continuing, is continuing and (ii) the Company shall cause Borrower is in pro forma compliance with the financial covenant set forth in Section 7.8 after giving effect to such Holding Company to (A) become Reorganization, the Borrower and its Subsidiaries may complete a party to the Guarantee Agreement as a GuarantorHolding Company Reorganization. In furtherance of this Section 13.1, (B) deliver to each Lender hereby irrevocably authorizes the Administrative Agent any certificates representing the Collateral consisting Agent, on behalf of all Capital Stock owned such Lender and without further action or consent by the Holding Company (other than Excluded Assets) and such joinder agreementsLender, to enter into amendments and supplements or modifications to the applicable Security this Agreement or to enter into additional Loan Documents or such other documents as the Administrative Agent shall deem necessary or advisable reasonably deems appropriate in order to grant to effectuate the terms of such Holding Company Reorganization; provided that: (a) the Administrative AgentAgent shall have received written notice, for the benefit of the Credit Parties, a Lien on all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instruments, in each case in form and substance reasonably satisfactory to the Administrative Agent, of such Holding Company Reorganization (which notice shall describe in reasonable detail the terms and shall take structure of all actions as may be required proposed steps to preserve the enforceability of the Loan Documentseffectuate such Holding Company Reorganization), not less than thirty (iii30) each Guarantor shall have confirmed in writing that its Guarantee shall apply days prior to the Obligations completion of such Holding Company Reorganization; (b) concurrently with the Borrower notwithstanding the occurrence completion of the such Holding Company Reorganization, (iv) the Administrative Agent shall have received (i) a reaffirmation agreement from each guarantor (and, to the extent that Xxxx remains the Borrower hereunder, Xxxx) reaffirming such officers’ Person’s obligations under the Loan Documents to which it is a party and (ii) an agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by each New Borrower, each Intermediate Holding Company and the Holding Company (as applicable) which such agreement shall provide for (A) the assumption by the New Borrower of all of the obligations of Xxxx (to the extent that Xxxx is no longer the Borrower) as the “Borrower” hereunder and under the other Loan Documents, in each case, immediately prior to the completion of such Holding Company Reorganization and (B) the acknowledgement and agreement by each Holding Company and each Intermediate Holding Company of its obligations hereunder; (c) concurrently with the completion of such Holding Company Reorganization the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) an executed supplement to the Collateral Agreement for the Holding Company and each Intermediate Holding Company, which shall authorize the filing of appropriate Uniform Commercial Code financing statements; (ii) guaranty agreements executed by the Holding Company and each Intermediate Holding Company, in form and substance reasonably satisfactory to the Administrative Agent; (iii) a loan certificate for the Holding Company, each Intermediate Holding Company and the Borrower, substantially in the form of Exhibit G-2 attached hereto, together with appropriate attachments; (iv) such original Capital Stock or other certificates and opinions of counsel as it may reasonably request in connection with such transaction, (v) the direct stock or indirect holders of other transfer powers evidencing the Capital Stock of the Holding Company immediately following Borrower; and (v) updated Schedules to this Agreement and such other updated Schedules to the Loan Documents as may be necessary to make the representations and warranties contained in the Loan Documents true and correct in all material respects as of the date such Person is joined to any applicable Loan Document (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all respects); and (d) concurrently with the completion of such Holding Company Reorganization Reorganization, the Administrative Agent shall have received all other documentation, including one or more opinions of counsel, which are substantially reasonably satisfactory to the same as the holders of the Company’s Capital Stock immediately prior Administrative Agent and which in its opinion is appropriate with respect to such Holding Company Reorganization, (vi) the revised organizational structure of Borrower, each Intermediate Holding Company and the Holding Company. (e) The parties hereto acknowledge and agree that each document, the Company and the Subsidiaries shall agreement or instrument executed or issued pursuant to this Section 13.1 will be reasonably satisfactory to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required by regulatory authorities under applicable a “know your customerLoan Document” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationfor purposes of this Agreement.