Common use of Holding Company Reorganization Clause in Contracts

Holding Company Reorganization. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that (i) so long as no Default or Event of Default has occurred and is continuing and (ii) the 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 Reorganization (regardless of whether a Suspension Period is in effect at such time), the Borrower and its Subsidiaries may complete a Holding Company Reorganization. In furtherance of this Section 13.1, each Lender hereby irrevocably authorizes the 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 Administrative Agent reasonably deems appropriate in order to effectuate the terms of such Holding Company Reorganization; provided that: (a) the Administrative Agent shall have received written notice, 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 structure of all proposed steps to effectuate such Holding Company Reorganization), not less than thirty (30) days prior to the completion of such Holding Company Reorganization; (b) concurrently with the completion of such Holding Company Reorganization, 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 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, in form and substance reasonably satisfactory to the Administrative Agent, together with appropriate attachments; (iv) such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of the 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, the Administrative Agent shall have received all other documentation, including one or more opinions of counsel, which are reasonably satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Holding Company Reorganization, the Borrower, each Intermediate Holding Company and the Holding Company. (e) The parties hereto acknowledge and agree that each document, agreement or instrument executed or issued pursuant to this Section 13.1 will be a “Loan Document” for purposes of this Agreement.

Holding Company Reorganization. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Transaction Documents, the parties hereto acknowledge and agree that (i) so long as no Default or Event of Default Termination or Unmatured Event of Termination has occurred and is continuing and (ii) the Borrower Parent is in pro forma compliance with the financial covenant set forth in Section 7.7 Gray Credit Agreement Financial Covenant and the Debt Incurrence TestTest (as defined in the Gray Credit Agreement), in each case after giving effect to such Holding Company Reorganization (regardless of whether a Suspension Period (as defined in the Gray Credit Agreement) is in effect at such time), the Borrower Parent and its Subsidiaries may complete a Holding Company ReorganizationReorganization to the extent such Holding Company Reorganization is then permitted under the Gray Credit Agreement. In furtherance of this Section 13.114.21, each Lender Purchaser hereby irrevocably authorizes the Administrative Agent, on behalf of such Lender Purchaser and without further action or consent by such LenderPurchaser, to enter into amendments or modifications to this Agreement or to enter into additional Loan Transaction Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of such Holding Company Reorganization; provided that: (a) the Administrative Agent shall have received written notice, 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 structure of all proposed steps to effectuate such Holding Company Reorganization), not less than thirty (30) days prior to the completion of such Holding Company Reorganization; (b) concurrently with the completion of such Holding Company Reorganization, the Administrative Agent shall have received (i) a reaffirmation agreement from each guarantor Gray Party (and, to the extent that Xxxx Gray remains the Borrower Master Servicer hereunder, XxxxGray) reaffirming such Person’s obligations under the Loan Transaction Documents to which it is a party and (ii) an agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by each the New Borrower, each Intermediate Holding Company and Servicer (to the Holding Company (as applicableextent that Gray is no longer the Master Servicer) which such agreement shall provide for (A) the assumption by the New Borrower Servicer of all of the obligations of Xxxx Gray as Master Servicer (to the extent that Xxxx is no longer the BorrowerMaster Servicer) as the “BorrowerMaster Servicer” hereunder and under the other Loan Transaction 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 hereunderReorganization; (c) concurrently with the completion of such Holding Company Reorganization 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 Companyagreement, in form and substance reasonably satisfactory to the Administrative Agent, executed by the Holding Company which such agreement shall provide for the assumption by the Holding Company of all of the obligations of Gray as Performance Guarantor hereunder and under the other Transaction Documents, in each case, immediately prior to the completion of such Holding Company Reorganization; (iiiii) a loan secretary 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 stock or other transfer powers evidencing the Capital Stock of the Borrower; and (viii) updated Schedules schedules to this Agreement and such other updated Schedules schedules to the Loan Transaction Documents as may be necessary to make the representations and warranties contained in the Loan Transaction Documents true and correct in all material respects as of the date such Person is joined to any applicable Loan Transaction Document (except to the extent that any such representation and warranty is qualified by materiality or Materially Material 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, (i) the Administrative Agent shall have received all other documentation, including one or more opinions of counsel, which are reasonably satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Holding Company Reorganization, the Borrower, each Intermediate New Servicer (to the extent that Gray is no longer the Master Servicer) and the Holding Company and (ii) each Purchaser shall have received all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including the Holding CompanyPATRIOT Act as it shall request. (e) The parties hereto acknowledge and agree that each document, agreement or instrument executed or issued pursuant to this Section 13.1 14.21 will be a “Loan Transaction Document” for purposes of this Agreement.

Holding Company Reorganization. (a) Notwithstanding anything to the contrary contained in this Agreement or to the other Loan Documentscontrary, the parties hereto acknowledge and agree that Company shall be permitted, with the consent of Acquiror, to reorganize in a holding company structure by (i) so long causing a Delaware corporation (the "Holding Company") to be incorporated as no Default or Event a wholly owned subsidiary of Default has occurred and is continuing and the Company, (ii) causing another Delaware corporation (the Borrower is in pro forma compliance "Merger Sub") to be incorporated as a wholly owned subsidiary of the Holding Company, and (iii) causing Merger Sub to be merged with and into the Company, with the financial covenant set forth in Section 7.7 and Company as the Debt Incurrence Testsurviving corporation, in each case after giving effect to such accordance with Section 251(g) of Delaware Law (the "Holding Company Reorganization (regardless Merger"); provided that Xxxxx & Xxxxxxx L.L.P. and Fried, Frank, Harris, -------- Xxxxxxx & Xxxxxxxx are able to opine that the Merger qualifies as a tax free reorganization within the meaning of whether a Suspension Period Section 368(a) of the Code and that Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx is in effect at such time), able to opine that the Borrower and its Subsidiaries may complete a Holding Company Reorganization. In furtherance Merger will not adversely affect the tax consequences of this Section 13.1, each Lender hereby irrevocably authorizes the 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 Administrative Agent reasonably deems appropriate in order to effectuate the terms of such Holding Company Reorganization; provided that: (a) the Administrative Agent shall have received written notice, in form and substance reasonably satisfactory Merger to the Administrative Agent, stockholders of such 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 such Holding Company Reorganization;Company. (b) concurrently In connection with the completion of such Holding Company Reorganization, 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 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 Merger, all of the rights and obligations of Xxxx (the Company under this Agreement shall be deemed to the extent that Xxxx is no longer the Borrower) as the “Borrower” hereunder have been assigned to 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 assumed 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 and all references to the Company herein shall be deemed, on and after the effective time of the Holding Company and the BorrowerMerger, in form and substance reasonably satisfactory to the Administrative Agent, together with appropriate attachments; (iv) such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of the Borrower; and (v) updated Schedules refer 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, the Administrative Agent shall have received all other documentation, including one or more opinions of counsel, which are reasonably satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Holding Company Reorganization, the Borrower, each Intermediate Holding Company and the Holding Company. (ec) The parties hereto acknowledge If the Company reorganizes in a holding company structure as described in Section 9.13(a) above, (i) the forms of the tax opinions received from Xxxxx & Xxxxxxx L.L.P., and agree that each documentFried, agreement or instrument executed or issued pursuant to this Section 13.1 Frank, Harris, Xxxxxxx & Xxxxxxxx, attached as Exhibit G and Exhibit J respectively, and/or (ii) the forms of representation --------- --------- letters delivered by Acquiror, Acquiror Sub and the Company, attached as Exhibit ------- H and Exhibit I, and relied upon by Xxxxx & Xxxxxxx L.L.P. and Xxxxx, Xxxxx, - --------- Xxxxxx, Xxxxxxx & Xxxxxxxx in rendering their respective opinions will be a “Loan Document” for purposes of this Agreementmodified as necessary.

Holding Company Reorganization. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that (i) so long as no Default or Event of Default has occurred and is continuing and (ii) the 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 Reorganization (regardless of whether a Suspension Period is in effect at such time), the Borrower and its Subsidiaries may complete a Holding Company Reorganization. In furtherance of this Section 13.1, each Lender hereby irrevocably authorizes the 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 Administrative Agent reasonably deems appropriate in order to effectuate the terms of such Holding Company Reorganization; provided that: (a) the Administrative Agent shall have received written notice, 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 structure of all proposed steps to effectuate such Holding Company Reorganization), not less than thirty (30) days prior to the completion of such Holding Company Reorganization; (b) concurrently with the completion of such Holding Company Reorganization, 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 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 and substance reasonably satisfactory to the Administrative Agentof Exhibit G-2 attached hereto, together with appropriate attachments; (iv) such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of the 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, the Administrative Agent shall have received all other documentation, including one or more opinions of counsel, which are reasonably satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Holding Company Reorganization, the Borrower, each Intermediate Holding Company and the Holding Company. (e) The parties hereto acknowledge and agree that each document, agreement or instrument executed or issued pursuant to this Section 13.1 will be a “Loan Document” for purposes of this Agreement.

Holding Company Reorganization. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that (i) so long as no Default or Event of Default has occurred and is continuing and (ii) the Borrower is in pro forma compliance with the financial covenant set forth in Section 7.7 and the Debt Incurrence Test, in each case 7.8 after giving effect to such Holding Company Reorganization (regardless of whether a Suspension Period is in effect at such time)Reorganization, the Borrower and its Subsidiaries may complete a Holding Company Reorganization. In furtherance of this Section 13.1, each Lender hereby irrevocably authorizes the 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 Administrative Agent reasonably deems appropriate in order to effectuate the terms of such Holding Company Reorganization; provided that: (a) the Administrative Agent shall have received written notice, 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 structure of all proposed steps to effectuate such Holding Company Reorganization), not less than thirty (30) days prior to the completion of such Holding Company Reorganization; (b) concurrently with the completion of such Holding Company Reorganization, the Administrative Agent shall have received (i) a reaffirmation agreement from each guarantor (and, to the extent that Xxxx Gxxx remains the Borrower hereunder, XxxxGxxx) reaffirming such 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 Gxxx (to the extent that Xxxx Gxxx 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 and substance reasonably satisfactory to the Administrative Agentof Exhibit G-2 attached hereto, together with appropriate attachments; (iv) such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of the 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, the Administrative Agent shall have received all other documentation, including one or more opinions of counsel, which are reasonably satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Holding Company Reorganization, the Borrower, each Intermediate Holding Company and the Holding Company. (e) The parties hereto acknowledge and agree that each document, agreement or instrument executed or issued pursuant to this Section 13.1 will be a “Loan Document” for purposes of this Agreement.