Common use of Consent to the Transaction Clause in Contracts

Consent to the Transaction. (a) For all purposes of all Related Documents, each of the Persons (other than the Indenture Trustee) that has signed a signature page to this Amendment, hereby (i) consents to the consummation of the Transaction and (ii) agrees that the consummation of the Transaction, in and of itself, will not constitute (or be deemed to constitute) any Conversion Event, Early Amortization Event, Event of Default or Manager Default, or other breach of any provision contained in any Related Document, and hereby waives any such event, default or breach solely to the extent resulting from the consummation of the Transaction, and hereby directs the Indenture Trustee to consent, and the Indenture Trustee does hereby consent (based on such direction) to the foregoing clauses (i) and (ii). The waiver set forth in this Amendment is effective only for the specific purpose for which it is given and shall not be deemed a consent, waiver, amendment or other modification of any other term or condition set forth in any other Related Documents. (b) Each party (other than the Indenture Trustee) that has signed a signature page to this Amendment, hereby agrees, and hereby directs the Indenture Trustee to agree, and the Indenture Trustee (based on the consent of each of the Noteholders that has signed this Amendment), does hereby agree, that, notwithstanding Section 302 of the Indenture, the prepayment of the Aggregate Outstanding Obligations, in part but not in whole, under the Indenture pursuant to the Transaction may be accomplished on such date (regardless of whether such date is a Payment Date), in such amount (including any accrued interest and other amounts required by Article VII of the Indenture) and in respect of such Series of Notes and Interest Rate Hedge Agreements as is designated by the Issuer in a written notice to the Indenture Trustee on the date of such prepayment (or, if such written notice received after 2:00 p.m. (New York time), then on the Business Day prior to the date of such prepayment). (c) With respect to the Series 2010-1 Notes, each of the Series 2010-1 Noteholders hereby agrees that, with respect to the Interest Accrual Period (as defined in the Series 2010-1 Supplement) commencing on or after March 15, 2012 and prior to the consummation of the Transaction, the LIBOR Rate shall be determined by the Indenture Trustee, in accordance with the definition of “LIBOR Rate” set forth in the Series 2010-1 Supplement, as a Series 2010-1 Advance made on a Business Day other than the first day of an Interest Accrual Period, and the related Interest Accrual Period shall be deemed to end on the date of the consummation of such Transaction. (d) Each Interest Rate Hedge Provider, by consenting to this Amendment, hereby acknowledges and agrees that nothing herein or contemplated hereby (including without limitation, the amendments contemplated hereby and the consummation of the Transaction) shall in any way (i) diminish or impair the rights, interests or benefits granted to such Interest Rate Hedge Provider under the Indenture with respect to its respective Interest Rate Hedge Agreement or (ii) give rise to an “Event of Default” or a “Termination Event” (as such terms are defined in the applicable Interest Rate Hedge Agreement) under its respective Interest Rate Hedge Agreement, or any right of such Interest Rate Hedge Provider to designate an “Early Termination Date” (as defined in the applicable Interest Rate Hedge Agreement) or exercise any other remedies thereunder.

Consent to the Transaction. (a) For all purposes of all Related Documents, the Indenture Trustee (based on the consent of each of the Noteholders that has signed this Amendment) and each of the Persons (other than the Indenture Trustee) that has signed a signature page to this Amendment, hereby (i) consents to the consummation of the Transaction and (ii) agrees that the consummation of the Transaction, in and of itself, will not constitute (or be deemed to constitute) any Conversion Event, Early Amortization Event, Event of Default or Manager Default, or other breach of any provision contained in any Related Document, and hereby waives any such event, default or breach solely to the extent resulting from the consummation of the Transaction; provided, and hereby directs however, that any indebtedness to be incurred and/or equity capital to be raised in connection with the Indenture Trustee to consent, and Spinoff Transaction as described in Exhibit B hereto shall not be provided by the Indenture Trustee does hereby consent (based on such direction) to the foregoing clauses (i) and (ii)Issuer. The waiver set forth in this Amendment is effective only for the specific purpose for which it is given and shall not be deemed a consent, waiver, amendment or other modification of any other term or condition set forth in any other Related Documents. For ease of reference, the Indenture has been amended and restated in the form attached hereto as Exhibit C; provided that Exhibit C is provided for illustrative purposes only and shall not constitute a Related Document, and that only this Amendment (without giving effect to Exhibit C) shall be binding upon the parties hereto. (b) Each party (other than the Indenture Trustee) that has signed a signature page to this Amendment, hereby agrees, and hereby directs the Indenture Trustee to agree, and the The Indenture Trustee (based on the consent of each of the Noteholders that has signed this Amendment)) and each of the Persons that has signed a signature page to this Amendment, does hereby agreeagrees that, thatif the Transaction shall consist of the Spinoff Transaction or Combination Transaction, notwithstanding Section 302 of the Indenture, the prepayment of the Aggregate Outstanding Obligations, in part but not in whole, under the Indenture pursuant to the Transaction may be accomplished on such date (regardless of whether such date is a Payment Date), in such amount (including any accrued interest and other amounts required by Article VII of the Indenture) and in respect of such Series of Notes and Interest Rate Hedge Agreements as is designated by the Issuer in a written notice to the Indenture Trustee on the date of such prepayment (or, if such written notice received after 2:00 p.m. (New York time), then on the Business Day prior to the date of such prepayment). (c) With respect to the Series 2010-1 Notes, each of the Series 2010-1 Noteholders hereby agrees that, with respect to the any Interest Accrual Period (as defined in the Series 2010-1 Supplement) commencing on or after March May 15, 2012 2011 and prior to the consummation of the Transaction, the LIBOR Rate shall may be determined by the Indenture Trustee, Trustee in accordance with the terms in the definition of “LIBOR Rate” set forth in the Series 2010-1 Supplement, as a Series 2010-1 Advance made on a Business Day other than the first day of an Interest Accrual Period, and in such case, the related Interest Accrual Period shall may be deemed to end a shorter period than one month, commencing on the date that the LIBOR Rate is reset and ending on the proposed date of the consummation of such Transaction. (d) Each Interest Rate Hedge Provider, by consenting to this Amendment, hereby acknowledges and agrees that nothing herein or contemplated hereby (including without limitation, the amendments contemplated hereby and the consummation of the Transaction) shall in any way (i) diminish or impair the rights, interests or benefits granted to such Interest Rate Hedge Provider under the Indenture with respect to its respective Interest Rate Hedge Agreement or (ii) give rise to an “Event of Default” or a “Termination Event” (as such terms are defined in the applicable Interest Rate Hedge Agreement) under its respective Interest Rate Hedge Agreement, or any right of such Interest Rate Hedge Provider to designate an “Early Termination Date” (as defined in the applicable Interest Rate Hedge Agreement) or exercise any other remedies thereunder.