Common use of Financings and Other Transactions, Etc Clause in Contracts

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) Each of the Transaction Documents shall be in full force and effect on the Closing Date. The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects case, in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of giving effect to any such terms not approved by the Administrative Agent and the Arranger other than any waiver waiver, modification or amendment thereof that is not materially adverse to the interests of Lenders unless such waiver, modification or amendment is approved by the LendersAdministrative Agent. (ii) Borrower shall have received not less than $150 million in gross The proceeds from the issuance and sale of the Senior Subordinated NotesLoans, the Equity Financing, the Term Indebtedness and cash and Cash Equivalents of Borrower and the Senior Subordinated Note Agreement Target and their respective Subsidiaries shall be in form sufficient to pay the purchase price for the Acquisition and substance reasonably satisfactory to the Lenders pay all related fees, commissions and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentexpenses. (iii) The Equity Financing shall have been consummated. The Except with respect to taxes or distributions specifically contemplated thereby, the terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, in each case prior to the payment in full of all obligations under 365th day following the Loan Documents, except as permitted by the Loan DocumentsMaturity Date. (iv) The Xxxxxx Investment After giving effect to the Transactions, (x) Borrower and its Subsidiaries shall have been consummated outstanding no Indebtedness or Preferred Stock (or direct or indirect guarantee or other credit support in accordance with the Acquisition Documents, without any amendment or waiver thereof (respect thereof) other than the Loans and (y) any waiver or amendment thereof that is not adverse to loans under the LendersTerm Loan Credit Agreement and other Indebtedness listed on Schedule 4.01(d)(iv). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person holding any Lien securing on any such debt, Collateral that is not a Permitted Lien such UCC termination statements, statements and executed mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested necessary to release and terminate of record the Liens securing such debt. (viiivi) Borrower The Administrative Agent shall have received true, complete and correct copies of the Term Loan Documents, as executed and delivered by the parties thereto, which shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms in form and conditions substance reasonably satisfactory to the LendersAdministrative Agent. (vii) The Administrative Agent shall have received an executed Term Loan Intercreditor Agreement, as executed and delivered by the parties thereto. (viii) The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the Loan Parties have received net cash proceeds of term loans under the Term Loan Documents of not less than $125,000,000 (subject to reduction for actual out-of-pocket and reasonable expenses and fees in connection therewith), and that in connection therewith, such proceeds have been applied to the cash portion of the purchase price payable pursuant to the Acquisition Agreement.

Financings and Other Transactions, Etc. (i) (A) The Hindalco Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders and (B) the Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders... (ii) Borrower The Loan Parties that are borrowers under the Revolving Credit Agreement shall have contemporaneously received not less than an aggregate amount equal to the Dollar Equivalent of approximately $150 550 million in gross proceeds from borrowings under the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentRevolving Credit Agreement. (iii) The Equity Financing Refinancing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been be consummated in accordance contemporaneously with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated transactions contemplated hereby in full to the satisfaction of the Lenders with all liens Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders; provided that (x) with respect to the Existing Notes Redemption, only the delivery of the Existing Notes Redemption Notice and the deposit of funds with the trustee under and pursuant to the terms of the indenture governing the Existing Notes is required on the Closing Date and (y) the Xxxxx Acquisition and the TPSH Acquisition may be consummated after the Closing Date. (ii) Borrower shall have received not less than $150 million 210,000,000 in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentLenders. (iii) The Equity Financing Additional Transactions shall have been consummated. The terms of consummated on the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan DocumentsClosing Date. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be satisfied with the Acquisition Documentsmanagement, without the capitalization, the terms and conditions of any amendment equity arrangements and the corporate or waiver thereof other organizational structure of the Companies (other than any waiver or amendment thereof that is not adverse after giving effect to the Lenders)Transactions and the Additional Transactions) and any indemnities, employment and other arrangements entered into in connection with the Transactions. (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full (other that with respect to Existing Notes for which the Existing Notes Redemption Notice has been validly delivered and for which funds have been deposited with the trustee under, and pursuant to the terms of, the indenture governing the Existing Notes) to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter evidence reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.. ​ (ii) The Borrower shall have received not less than entered into the Revolving Loan Agreement with the Revolving Agent and the other parties thereto, providing for a revolving credit facility to Borrower with an aggregate revolving commitment amount of $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes30,000,000, and the Senior Subordinated Note Agreement Revolving Loan Documents shall be reasonably acceptable to Agent and Co-Lead Arranger. Agent (on behalf of the Lenders), on the one hand, and the Revolving Agent (on behalf of the secured parties under the Revolving Loan Documents) shall have entered into an Intercreditor Agreement (the “Intercreditor Agreement”) in form and substance reasonably satisfactory to Agent and Co-Lead Arranger. ​ (iii) The Agent shall have received evidence reasonably satisfactory to it that all Indebtedness of the Credit Parties existing prior to the Closing Date and not permitted under Section 5.1 shall have been paid in full from Proceeds of the Loan and/or Proceeds of the initial advance under the Revolving Loan Agreement, and that the commitment by any prior lender to make extensions of credit to the Credit Parties has been terminated to the satisfaction of the Agent with all liens in favor of such prior lenders being unconditionally released; the Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt such Indebtedness being refinanced paid in full from such Proceeds and any such commitment to make extensions of credit terminated; and the Refinancing; the Administrative Agent shall have received from any person Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.. ​

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Original Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is Joint Lead Arrangers (such consent not materially adverse to the interests of the Lendersbe unreasonably withheld). (ii) U.S. Borrower shall have received not less than $150 225.0 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentLenders. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereofthereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or propertyproperty other than payments in kind, in each case prior to the payment in full of all obligations under the Loan DocumentsDocuments and the Senior Subordinated Notes, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the reasonable satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) (A) The Hindalco Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement, without the waiver or amendment of any such terms not approved by the Funding Agent and the Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders and (B) the Transactions shall have been consummated or shall be consummated 144 simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Funding Agent and the Arranger Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Canadian Borrower and Novelis Corporation shall have received not less than contemporaneously receive an aggregate of $150 960 million in gross proceeds from borrowings under the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentTerm Loan Credit Agreement. (iii) The Equity Financing Refinancing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been be consummated in accordance contemporaneously with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated transactions contemplated hereby in full to the satisfaction of the Lenders with all liens Liens in favor of the existing lenders being unconditionally released; the Administrative Funding Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Funding Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Funding Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Funding Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is Joint Lead Arrangers (such consent not materially adverse to the interests of the Lendersbe unreasonably withheld). (ii) U.S. Borrower shall have received not less than $150 225.0 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentLenders. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereofthereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or propertyproperty other than payments in kind, in each case prior to the payment in full of all obligations under the Loan DocumentsDocuments and the Senior Subordinated Notes, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the reasonable satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummatedconsummated prior to the Closing Date. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereofthereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or propertyproperty other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. Including the Net Cash Proceeds of the Equity Financing, immediately prior to the consummation of the Transactions on the Closing Date, Borrower shall have cash on the balance sheet of not less than $590.7 million. (iii) The Lenders shall be satisfied with the management, capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Companies (after giving effect to the Transactions) and any indemnities, employment and other arrangements entered into in connection with the Transactions. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC lien termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereofthereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or propertyproperty other than payments in kind, in each case prior to the payment in full of all obligations under the Loan DocumentsDocuments and the Senior Notes, except as permitted by the Loan Documents. (iviii) The Xxxxxx Investment transactions contemplated by the Senior Note Documents shall have been consummated on terms and conditions acceptable to Agents and the Collateral Agents shall have received, in accordance with form and substance acceptable to Agents, the Acquisition DocumentsIntercreditor Agreement, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to duly executed and delivered by the Lenders)Senior Note Collateral Agent. (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (viiiv) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent Agents shall have received a "pay-off" letter in form and substance reasonably satisfactory to the Administrative Agents with respect to all debt being refinanced in the Refinancing; and the Administrative Agent Agents shall have received (A) from any person holding any Lien securing any such debt, such UCC termination statements, PPSA discharges, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent Agents shall have reasonably requested to release and terminate of record the Liens securing such debt. debt or (viiiB) one or more Letters of Credit or cash collateral to secure the reimbursement obligation of any Borrower shall be the sole direct or any Subsidiary of Holdings, owning directly or indirectly all any Borrower under any Existing Lender Letter of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the LendersCredit.

Financings and Other Transactions, Etc. (ia) The Transactions (including the Acquisition, the Refinancing, the Holding Company Reorganization and the Equity Financing) shall have been consummated or shall will be consummated simultaneously concurrently with or (except for the Holding Company Reorganization) immediately following the borrowing of the Term Loans and the issuance of (or the release from escrow of) the Second Lien Notes, the making of the Acquisition Payment and the application of at least $286,000,000 of the combined cash of GETCO and its Subsidiaries and the Target and its Subsidiaries in accordance with the applicable documentation therefor, provided, however, to the extent that any of the 2015 Convertible Notes are not repurchased on the Closing Date, that portion of the Term Loans and the Second Lien Notes that are needed to repurchase those 2015 Convertible Notes in full at maturity shall have been deposited into the Cash Collateral Account pursuant to the Cash Collateral Agreement. The executed Agreement and Plan of Merger shall not have been amended, modified or waived, and neither GETCO nor the Borrower (nor any of their respective Affiliates) shall have consented to any action thereunder or pursuant thereto which would require the consent of GETCO or the Borrower (or that of its applicable Affiliate) under the Agreement and Plan of Merger, in each case in all material respects in accordance with any manner materially adverse to the terms hereof interest of the Lenders and the terms Arrangers in their respective capacities as such without the consent of the Transaction Documents, without Arrangers (it being understood and agreed that any (1) decrease in the waiver consideration paid of 10% or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not more shall be deemed to be materially adverse to the interests of the LendersLenders and the Arrangers, (2) decrease in the consideration paid of less than 10% shall be deemed not to be materially adverse to the interests of the Lenders and the Arrangers so long as such decrease is allocated to reduce the Term Loan Commitments and the Second Lien Notes on a dollar-for-dollar basis (and with the allocation of such decrease to be determined by the Arrangers), (3) change to the definition of Material Adverse Effect contained in the Agreement and Plan of Merger shall be deemed to be adverse to the interests of the Lenders and the Arrangers and (4) any material modifications to any of the provisions relating to the Administrative Agent’s, the Collateral Agent’s, the Arrangers’ or any Lender’s liability, jurisdiction or status as a third party beneficiary under the Agreement and Plan of Merger shall be deemed to be materially adverse to the interests of the Lenders and the Arrangers). (i) On the Closing Date, GETCO and its Subsidiaries and the Target and its Subsidiaries shall have at least $286,000,000 of Unrestricted and available cash on their combined balance sheet, and such cash, together with the proceeds on the Closing Date from the Term Loans and the issuance of (or the release from escrow of) the Second Lien Notes and at least $55,000,000 from the Equity Financing, shall be sufficient to pay the cash portion of the Acquisition Payment and the Refinancing and all fees, commissions and expenses related to the Transactions. The Borrower shall have sufficient authorized shares of its common stock to make the remaining portion of the Acquisition Payment. (ii) Borrower The Refinancing shall have been consummated and all Liens and security interests granted to secure the Indebtedness to be refinanced shall have been terminated; provided, however, to the extent that any of the 2015 Convertible Notes are not repurchased on the Closing Date, that portion of the Term Loans and the Second Lien Notes that are needed to repurchase those 2015 Convertible Notes in full at maturity shall have been deposited into the Cash Collateral Account pursuant to the Cash Collateral Agreement. The Administrative Agent shall have received not less than $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be a “pay-off” letter in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt Indebtedness being refinanced in the Refinancing; , and the Administrative Agent shall have received from any person (or collateral agent) holding any Lien securing any such debtIndebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recordingrecording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debtIndebtedness. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions (A) IPO, (B) issuance of the Senior Subordinated Notes, (C) repayment of $[ ] of Borrower's bank debt, as described on Schedule B hereto, (D) repayment of $[ ] of intercompany debt, as described on Schedule B hereto and (E) payment of fees and expenses in connection with the foregoing shall have been consummated or shall be consummated simultaneously on the Closing Initial Funding Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 125.0 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentArrangers. (iii) The Equity Financing Borrower shall have been consummated. The terms of received not less than $140.0 million in gross proceeds from the Equity Financing IPO and the Rollover Equity IPO Documents shall not require any payments or other distributions of cash or property be in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior form and substance reasonably satisfactory to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan DocumentsArrangers. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be satisfied with the Acquisition Documentscapitalization, without the terms and conditions of any amendment equity arrangements and the corporate or waiver thereof (other than any waiver or amendment thereof that is not adverse to organizational structure of the Lenders)Companies. (v) The Winnipeg Contribution $[ ] million of Borrower's outstanding debt and $[ ] million of intercompany debt owed to ALLETE shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated paid in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter or other evidence of repayment in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt Material Indebtedness owed to third parties being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. ​ ​ (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.. ​ (ii) The Borrower shall have received not less than entered into the Revolving Loan Agreement with the Revolving Agent and the other parties thereto, providing for a revolving credit facility to Borrower with an aggregate revolving commitment amount of $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes30,000,000, and the Senior Subordinated Note Agreement Revolving Loan Documents shall be reasonably acceptable to Agent and Co-Lead Arranger. Agent (on behalf of the Lenders), on the one hand, and the Revolving Agent (on behalf of the secured parties under the Revolving Loan Documents) shall have entered into an Intercreditor Agreement (the “Intercreditor Agreement”) in form and substance reasonably satisfactory to Agent and Co-Lead Arranger. ​ (iii) The Agent shall have received evidence reasonably satisfactory to it that all Indebtedness of the Credit Parties existing prior to the Closing Date and not permitted under Section 5.1 shall have been paid in full from Proceeds of the Loan and/or Proceeds of the initial advance under the Revolving Loan Agreement, and that the commitment by any prior lender to make extensions of credit to the Credit Parties has been terminated to the satisfaction of the Agent with all liens in favor of such prior lenders being unconditionally released; the Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt such Indebtedness being refinanced paid in full from such Proceeds and any such commitment to make extensions of credit terminated; and the Refinancing; the Administrative Agent shall have received from any person Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.. ​

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously contemporaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 million 35,000,000 in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement Documents shall be in full force and effect and in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentArranger. (iii) The Equity Financing and the issuance of the Rollover Equity shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall be reasonably satisfactory to the Arranger and shall not require any payments or other distributions of cash or property (other than like-kind capital stock) in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or propertyproperty other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, Obligations (other than indemnities) except as permitted by the Loan Documents. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be satisfied with any changes to (compared with the Acquisition Documentsinformation provided in the Confidential Information Memorandum) the capitalization, without the terms and conditions of any amendment equity arrangements and the corporate or waiver thereof (other than any waiver or amendment thereof that is not adverse to organizational structure of the Lenders)Companies. (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being repaid in connection with the Refinancing being unconditionally released; the Administrative Agent shall have received a "pay-off" letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) Each of the Transaction Documents shall be in form and substance reasonably satisfactory to the Administrative Agent and the Arranger, and shall be in full force and effect on the Closing Date. The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof (not to be unreasonably withheld). All representations and warranties of the Seller set forth in the Acquisition Agreement that is not materially adverse are material to the interests of the LendersLenders to the extent that the Borrower or any of its Affiliates have the right to terminate (or cause the termination) of the Borrower’s or such Affiliates’ obligations under the Acquisition Agreement (determined without regard to any notice requirement or any waiver or abandonment by the Borrower or any of its Affiliates), or the right to decline to consummate the Acquisition in accordance with the Acquisition Agreement (determined without regard to any notice requirement or any waiver or abandonment by the Borrower or any of its Affiliates) as a result of a breach of such representations and warranties shall have been true and correct in all material respects as of the time such representations and warranties were made and shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. (ii) Borrower shall have received not less than $150 million in gross The proceeds from the issuance and sale of the Senior Subordinated NotesTerm Loans to be made hereunder on the Closing Date together with cash on hand, and the Senior Subordinated Note Agreement shall be sufficient to pay in form full the purchase price under the Acquisition Agreement and substance reasonably satisfactory all fees, commissions and expenses related to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentTransactions. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) Each of the Transaction Documents shall be in form and substance satisfactory to the Administrative Agent, and shall be in full force and effect on the Closing Date. The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects case, in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the LendersAgent. (ii) Borrower shall have received not less than $150 million 225,000,000 in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the terms and conditions of the Senior Subordinated Note Agreement Documents (including terms and conditions relating to the interest rate, fees, amortization, maturity, subordination, redemption, covenants, events of default and remedies) shall be in form and substance reasonably satisfactory in all respects to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentArranger. (iii) The Equity Financing shall have been consummated. The terms proceeds of the Equity Financing Term Loans and the Rollover Equity Senior Notes shall not require any payments or other distributions of cash or property be sufficient to effect the Refinancing, to pay the Purchase Price (as defined in respect thereofthe Commitment Letter) and to pay all related fees, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documentscommissions and expenses. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders Administrative Agent with all liens Liens in favor of the existing lenders and other creditors being unconditionally released; released (other than any Permitted Liens reasonably acceptable to the Administrative Agent) or other provisions for their release having been made, as described in clause (v) below, and, without limiting the foregoing in this subparagraph (iv), the Administrative Agent shall have received an executed copy of a "“pay-off" ” letter or other evidence of repayment with respect to all debt being refinanced in the Refinancing; , in form and substance reasonably satisfactory to the Administrative Agent. (v) The Collateral Agent shall have received from any person holding any Lien securing any such debt, debt that is being refinanced in the Refinancing such UCC termination statements, statements and executed mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Collateral Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all in each case or, in lieu of the equity of Holdings' Subsidiaries (other than Borrower)foregoing, on terms and conditions satisfactory written agreements acceptable to the LendersAdministrative Agent for the delivery thereof promptly after the Closing Date as set forth on Schedule 5.16.

Financings and Other Transactions, Etc. (i) The Arranger shall be reasonably satisfied with the form and substance of the Transaction Documents (including fairness opinions, employment agreements, indemnity agreements and comfort letters, if any, related to the Acquisition), the total debt financing requirements for the Transaction shall not exceed $360.0 million and the Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with (i) the terms hereof and (ii) the terms of the Transaction Documents, Documents (and without the waiver or amendment of any such terms not approved by the Administrative Agent Arranger) and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests Borrower shall have delivered copies of the Lendersexecuted Acquisition Documents, certified by Borrower’s Chief Financial Officer as current. (ii) Borrower shall have received not less than $150 175.0 million in gross proceeds from the issuance and sale of the Qualified Senior Subordinated Notes, Notes and the Qualified Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the copies of executed Qualified Senior Subordinated Note Debt Documents shall be certified by Borrower's chief financial officer ’s Chief Financial Officer as current. (iii) The Equity Financing Borrower shall have been consummated. The received at least $74.0 million from the Equity Financing, the terms and documentation of the Equity Financing shall be in form and substance reasonably satisfactory to the Rollover Equity Arranger and shall not require any provide that no payments or other distributions of cash or property in respect thereof, or any and no purchases, redemptions or other acquisitions thereof for cash or propertyProperty, may occur prior to the payment in full of all obligations under this Agreement and the Loan Documents, except as permitted by Qualified Senior Notes and the Loan Documentspurchasers of the equity in the Equity Financing shall be reasonably acceptable to the Administrative Agent. (iv) The Xxxxxx Investment Lenders shall be satisfied with the capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Companies without giving effect to the Equity Financing and as of the Closing Date, the Permitted Holders and other shareholders of Borrower shall have been consummated no less than $30.6 million in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders)equity invested in Borrower. (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the reasonable satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter with respect to all debt being refinanced in the Refinancing and an unconditional agreement to promptly terminate all Liens upon such Refinancing; the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Lenders shall be satisfied with the form and substance of the Transaction Documents (including fairness opinions, employment agreements, indemnity agreements and comfort letters, if any, related to the Acquisition). (ii) The total debt financing requirements for the Transaction shall not exceed $205.0 million and the Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, Documents (and without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests Borrowers shall have delivered copies of the Lendersexecuted Acquisition Documents, certified by each Borrower’s Chief Financial Officer as current). (iiiii) Borrower shall have received not less than $150 100.0 million in gross proceeds from the issuance and sale proceeds of the Senior Subordinated Notes, Term Loan Indebtedness and the Senior Subordinated Note Term Loan Agreement shall be in form and substance reasonably satisfactory to the Lenders and copies of the Senior Subordinated Note executed Term Loan Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior delivered to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan DocumentsAdministrative Agent. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be satisfied with the Acquisition Documentscapitalization, without the terms and conditions of any amendment equity arrangements and the corporate or waiver thereof other organizational structure of the Companies (other than any waiver or amendment thereof that is not adverse after giving effect to the LendersTransactions). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Lenders shall be satisfied with the form and substance of the Transaction Documents (including fairness opinions, employment agreements, indemnity agreements and comfort letters, if any, related to the Acquisition). (ii) The total debt financing requirements for the Transaction shall not exceed $205.0 million and the Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, Documents (and without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests Borrowers shall have delivered copies of the Lendersexecuted Acquisition Documents, certified by each Borrower’s Chief Financial Officer as current). (iiiii) Borrower shall have received not less than $150 million in gross the proceeds from of initial extension of credit under the issuance and sale of the Senior Subordinated Notes, Revolving Credit Agreement and the Senior Subordinated Note Revolving Credit Agreement shall be in form and substance reasonably satisfactory to the Lenders and copies of the Senior Subordinated Note executed Revolving Credit Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior delivered to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan DocumentsAdministrative Agent. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be satisfied with the Acquisition Documentscapitalization, without the terms and conditions of any amendment equity arrangements and the corporate or waiver thereof other organizational structure of the Companies (other than any waiver or amendment thereof that is not adverse after giving effect to the LendersTransactions). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall will be consummated simultaneously concurrently with or immediately following the borrowing of the Initial Term Loans, and the receipt by the Acquiror of the proceeds of the foregoing, and the Target shall have become, or will contemporaneously on the Closing DateDate become, in each case in all material respects in accordance with the terms hereof and the terms a Wholly Owned Subsidiary of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Borrower. The Purchase Agreement shall be in form and substance reasonably satisfactory to Jefferies Finance LLC, as Arranger (acting in consultation with PNC Capital Markets LLC, as Arranger) (and each of the Arrangers hereby agree that the Purchase Agreement provided to it on October 30, 2013 is acceptable to it), and the Purchase Agreement shall not have been amended, modified or waived in any manner materially adverse to the interests of the Lenders or the Arrangers in their respective capacities as such without the consent of Jefferies Finance LLC, as Arranger (acting in consultation with PNC Capital Markets LLC, as Arranger) (it being understood and agreed that (1) any decrease in the per share consideration paid in an amount less than 10% shall be deemed to be adverse to the interest of the Lenders and the Senior Subordinated Note Documents Arrangers unless such decrease is utilized to reduce the Term Loan Commitments, (2) any decrease in the per share consideration paid in an amount equal to or greater than 10% shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior deemed to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not be adverse to the Lenders). interest of the Lenders and the Arrangers, (v3) The Winnipeg Contribution any change to the definition of “Material Adverse Effect” in the Purchase Agreement or similar definition shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not be deemed to be adverse to the Lenders). interests of the Lenders and the Arrangers, and (vi4) The Xxxxxx Employment any modifications to any of the provisions relating to the Administrative Agent’s, the Collateral Agent’s, the Arrangers’ or any Lender’s liability, jurisdiction or status as a third party beneficiary under the Purchase Agreement shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not be deemed to be adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction interests of the Lenders with all liens in favor of and the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debtArrangers). (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions (A) IPO, (B) issuance of the Senior Subordinated Notes, (C) repayment of certain Borrower's bank debt, as described on Schedule B hereto, (D) repayment of $200.0 intercompany debt, as described on Schedule B hereto and (E) payment of fees and expenses in connection with the foregoing shall have been consummated or shall be consummated simultaneously on the Closing Initial Funding Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger Arrangers other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 125.0 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentArrangers. (iii) The Equity Financing Borrower shall have been consummated. The terms of received not less than $140.0 million in gross proceeds from the Equity Financing IPO and the Rollover Equity IPO Documents shall not require any payments or other distributions of cash or property be in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior form and substance reasonably satisfactory to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan DocumentsArrangers. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be satisfied with the Acquisition Documentscapitalization, without the terms and conditions of any amendment equity arrangements and the corporate or waiver thereof (other than any waiver or amendment thereof that is not adverse to organizational structure of the Lenders)Companies. (v) The Winnipeg Contribution Certain of Borrower's outstanding debt and $200.0 million of intercompany debt owed to ALLETE shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated paid in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter or other evidence of repayment in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt Material Indebtedness owed to third parties being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Original Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is Joint Lead Arrangers (such consent not materially adverse to the interests of the Lendersbe unreasonably withheld). (ii) U.S. Borrower shall have received not less than $150 225.0 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentLenders. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereofthereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or propertyproperty other than payments in kind, in each case prior to the payment in full of all obligations under the Loan DocumentsDocuments and the Senior Subordinated Notes, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the reasonable satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) Each of the Transaction Documents shall be in form and substance satisfactory to the Administrative Agent and the Arranger, and shall be in full force and effect on the Closing Date. The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the LendersArranger. (ii) Borrower shall have received not less than $150 million 34,000,000 in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentSecond Lien Term Loans. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, in each case prior to the 91st day following payment in full and performance of all obligations under the Loan Documents, except as permitted by the Loan DocumentsObligations. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be satisfied with the Acquisition Documentscapitalization, without the terms and conditions of any amendment equity arrangements and the corporate or waiver thereof (other than any waiver or amendment thereof that is not adverse to organizational structure of the Lenders)Companies. (v) The Winnipeg Contribution shall have been consummated in accordance proceeds of the Equity Financing, together with the Acquisition Documentsproceeds of the Term Loans and the Second Lien Term Loans to be made hereunder on the Closing Date, without any amendment or waiver thereof shall be sufficient to effect the Refinancing, to pay the Purchase Price (other than any waiver or amendment thereof that is not adverse as defined in the Commitment Letter) and to the Lenders)pay all related fees, commissions and expenses. (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 million in gross proceeds from delivered to the issuance and sale Administrative Agent an executed counterpart of the Senior Subordinated Notes, and the Senior Subordinated Note Escrow Agreement shall be in form and substance reasonably satisfactory to the Lenders and reasonable satisfaction of the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentAdministrative Agent. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereofthereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or propertyproperty other than payments in kind, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be satisfied with the Acquisition Documentsmanagement, without capitalization, the terms and conditions of any amendment equity arrangements and the corporate or waiver thereof other organizational structure of the Companies (other than any waiver or amendment thereof that is not adverse after giving effect to the Lenders)Transactions) and any indemnities, employment and other arrangements entered into in connection with the Transactions. (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions Acquisition shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction DocumentsAcquisition Agreement, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viiiiii) Borrower The Required Lenders shall be reasonably satisfied that the sole direct Subsidiary incurrence of HoldingsIndebtedness permitted under Section 6.04(f)(iii) and the incurrence of such Indebtedness by the Foreign Subsidiaries under the Foreign Intercompany Notes in connection with the Restructuring as contemplated by Schedule 1.01(b) shall provide a structure, owning directly or indirectly all immediately following execution of such Foreign Intercompany Notes, by which Borrower is projected to have sufficient cash, together with other cash available to it (such funds, collectively, the equity "Available Funds"), to enable Borrower to make payments of Holdings' Subsidiaries regularly scheduled principal, interest and fees (other than Borrowerprincipal repayment upon maturity) on the Loan required hereunder, assuming (i) that the Foreign Subsidiaries make all payments under and as required by such Foreign Intercompany Notes as and when due, (ii) that the financial performance of Borrower and its Subsidiaries for the period of fiscal year 2006 through and including fiscal year 2013 is materially consistent with the forecasts referred to in Section 3.04(d), on which reflect all material U.S. and non-U.S. taxes, including but not limited to those relating to the Restructuring and issuance of the Foreign Intercompany Notes, (iii) that the representations and warranties made by Borrower pursuant to Section 3.04(d) are true and correct in all material respects, (iv) that Borrower pays its Indebtedness and other obligations promptly and in accordance with their terms and conditions satisfactory to pays and discharges promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, as well as all lawful claims for labor, services, materials and supplies or otherwise in each case in accordance with the Lendersterms and obligations of this Agreement, including Section 5.05(a), and (v) that Borrower shall not use such Available Funds for any other purpose.

Financings and Other Transactions, Etc. (i) The Transactions (other than the Merger which will be after incurrence of debt) shall have been consummated or shall be consummated simultaneously contemporaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 150.0 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentLenders. (iii) The Equity Financing shall have been consummatedconsummated contemporaneously, including the contribution to equity of Mergeco. The terms of the Equity Financing and Financing, the Rollover Equity and the LHP Preferred Stock issued on the Closing Date shall not require any payments or other distributions of cash or property in respect thereofthereof other than payments in kind, or any purchases, redemptions or other acquisitions thereof for cash or propertyproperty other than payments in kind, in each case prior to the payment in full of all obligations under the Loan DocumentsDocuments and the Senior Subordinated Notes, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated contemporaneously in full to the reasonable satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms that are material not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the LendersArranger. (ii) Borrower The Refinancing shall have been consummated or shall be consummated simultaneously on the Closing Date in full to the reasonable satisfaction of the Administrative Agent; the Administrative Agent shall have received not less than $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be a “pay-off” letter in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viiiiii) The 2012 Senior Secured Notes shall have been issued pursuant to the terms of the 2012 Senior Secured Note Indenture, the 2012 Senior Secured Note Trustee shall have executed a supplement to the Intercreditor Agreement, pursuant to which the 2012 Senior Secured Notes shall be “Additional Senior Debt” thereunder, and Borrower shall be have received gross proceeds therefrom in the sole direct Subsidiary amount of Holdings, owning directly or indirectly all $300,000,000 (iv) The 2012 Senior Unsecured Notes shall have been issued pursuant to the terms of the equity indenture governing such 2012 Senior Unsecured Notes and Borrower shall have received the gross proceeds therefrom in the amount of Holdings' Subsidiaries $200,000,000. (v) Pursuant to Section 12.10 of the 2009 Indenture, Borrower shall have issued to the 2009 Senior Note Trustee a valid “Collateral Suspension Notice” (as defined in the 0000 Xxxxxxxxx) and related documentation with respect thereto as set forth therein to the 2009 Senior Note Trustee, and pursuant thereto, the Administrative Agent shall have received from any person holding any Lien securing the 2009 Senior Notes, such UCC termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other than Borrower)instruments, on terms in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and conditions terminate of record the Liens securing the 2009 Senior Notes (or arrangements with the 2009 Senior Note Trustee for such release and termination of Liens substantially contemporaneous with the effectiveness hereof satisfactory to the LendersAdministrative Agent shall have been made).

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 million 150,000,000 in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentLenders. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be reasonably satisfied with the Acquisition Documentscapitalization, without the terms and conditions of any amendment equity arrangements, the ownership, corporate, legal, tax, management or waiver thereof (other than organizational structure of the Companies and any waiver or amendment thereof that is not adverse indemnities, employment and other arrangements entered into, in connection with the Transactions. The Lenders shall be reasonably satisfied with the Management Agreement and the subordination of fees due thereunder to the Lenders)Obligations. The Lenders shall be reasonably satisfied that Borrower and its Subsidiaries will have adequate working capital and capital expenditure funds and availability after the Closing Date. (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the reasonable satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, debt such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Lenders shall have received and be satisfied with the final terms and conditions of the Acquisition Documents, including the order of the Bankruptcy Court described in Section 7.3(f) of the Acquisition Agreement, and the documentation relating to the Equity Financing and each of the other Transactions (provided that the Lenders acknowledge that the Acquisition Documents listed on Schedule 4.01(d) as in effect on August 16, 2004 are satisfactory). (ii) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and in accordance in all material respects with the terms of the other Transaction Documents, without the waiver or amendment of any such terms not that the Administrative Agent determines in its reasonable discretion has had or would reasonably be expected to result in a Material Adverse Effect, unless approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the LendersArranger. (iiiii) Borrower The Lenders shall have received not less than $150 million in gross proceeds from and be satisfied with the issuance form and sale substance of a certified copy of the Senior Subordinated Notes, and Sale Order; the Senior Subordinated Note Agreement Sale Order shall be in form full force and substance effect, shall not have been stayed, reversed, vacated or otherwise modified (unless otherwise reasonably satisfactory to the Lenders Lenders) and there shall be no appeal or petition for rehearing or certiorari pending in respect of the Sale Order or any motion to revoke the Sale Order (except as described on Schedule 3.08(a) and consented to in writing by the Administrative Agent); and the Senior Subordinated Note Documents time to appeal and file any appeal or petition for rehearing or certiorari shall be certified by Borrower's chief financial officer as currenthave expired. (iiiiv) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution Lenders shall have been consummated in accordance be satisfied with the Acquisition Documentscapitalization, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to of any equity arrangements and the Lenderscorporate or other organizational and management structure of the Companies.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower Borrowers shall have received not less than $150 200 million in gross proceeds from the issuance and sale of the Senior Secured Fixed Rate Notes, $300 million in gross proceeds from the issuance and sale of the Senior Secured Floating Rate Notes and $250 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Secured Note Documents and the Senior Subordinated Note Agreement Documents shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentLenders. (iii) The Equity Financing Lenders shall have been consummated. The be satisfied with the capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan DocumentsCompanies. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case case, in any jurisdiction, in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Lenders shall have reviewed, and be reasonably satisfied with, the final terms and conditions of the Acquisition Documents (other than the Acquisition Agreement) and each of the other Transaction Documents and the Acquisition and the other Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the other Transaction DocumentsDocuments (as so reviewed and approved by the Lenders), without the waiver or amendment of any such terms that has not been previously approved by the Administrative Agent unless and to the Arranger other than extent that any such waiver or amendment thereof that is could not reasonably be deemed to be materially adverse to the interests of the Lenders. (ii) Borrower shall have received not less than $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity Stock Consideration shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, in each case prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iviii) The Xxxxxx Investment Lenders shall have been consummated reviewed, and be reasonably satisfied with, the ownership, corporate, legal, tax, management and capital structure of Borrower and its Subsidiaries (after giving effect to the Transactions) and any securities issued, and any indemnities, employment and other arrangements entered into, in accordance connection with the Acquisition Documents, without Transactions and shall be reasonably satisfied with the amount and terms of all outstanding letters of credit and Non-Recourse Indebtedness of Borrower and its Subsidiaries and the Acquired Business and their respective affiliates (including the existence and scope of any amendment security interests or waiver thereof (other than any waiver or amendment thereof that is not adverse to Liens securing such Non-Recourse Indebtedness and the Lendersnon-recourse nature thereof). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (viiiv) The Refinancing shall have been consummated in full to the reasonable satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, debt such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Parent Borrower shall have received not less than $150 million 175,000,000 in gross proceeds from the issuance and sale of the Senior Subordinated Second Lien Notes, and the Senior Subordinated Second Lien Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentLenders. (iii) The Equity Financing Lenders shall be satisfied with the capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of the Companies (after giving effect to the Transactions) and any indemnities, employment and other arrangements entered into in connection with the Transactions, and there shall have been consummated. The terms no change in the senior management of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereofCompanies since December 31, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents2005. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Merger and the other Transactions shall have been consummated or shall be consummated simultaneously substantially concurrently on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction DocumentsAcquisition Agreement, without any waiver or amendment thereof or consent thereof that would materially adversely affect the Arrangers (it being understood and agreed that (a) any change in the purchase price and/or (b) any waiver or amendment of any such terms not approved condition contained in the Acquisition Agreement regarding any rejection or disapproval by the Administrative Agent and the Arranger other than SEC of any waiver or amendment thereof that is not materially adverse to the interests of the Lendersmaterial terms or conditions of that certain Offer of Settlement of the Acquired Business executed by the Acquired Business on March 18, 2011, is deemed to materially adversely affect the Arrangers) unless consented to by the Arrangers. (ii) Borrower shall have received not less than $150 200.0 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and Notes to an institution acceptable to the Arrangers (as such amount may be reduced by underwriting fees or any issuance of the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentNotes with OID). (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" letter ” letters in form and substance reasonably satisfactory to the Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) Borrower shall have received an amount from the Equity Financing equal to at least $176.0 million; the terms and documentation of the Equity Financing shall be in form and substance reasonably satisfactory to the Lenders; and the purchasers of the equity in the Equity Financing shall be reasonably acceptable to the Lenders. (ii) The Lenders shall be reasonably satisfied with the form and substance of the Transaction Documents; the total financing requirements for the Transactions shall not exceed $759.5 million (unless otherwise agreed to by the Administrative Agent); the Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, Documents (and without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to Arranger); and the interests fees and expenses of the Transactions shall not exceed $70.0 million, provided that, with the Administrative Agent's prior approval, such fees and expenses may exceed $70.0 million but shall not exceed $75.0 million (unless otherwise agreed to by the Required Lenders). (iiiii) Borrower shall have received not less than at least $150 162.9 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement Documents shall be in form certified by Borrower's chief financial officer as true, complete and substance reasonably satisfactory to current. (iv) Borrower shall have received, indirectly as an equity investment, at least $24.0 million of the Lenders net proceeds from the issuance and sale of the Holdings Senior Discount Notes, and the Holdings Senior Subordinated Discount Note Documents shall be certified by Borrower's chief financial officer as true, complete and current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the reasonable satisfaction of the Lenders with all liens Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC (or other) termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viiivi) Borrower The Lenders shall be reasonably satisfied with the sole direct Subsidiary capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of Holdings, owning directly or indirectly all of Parent, the equity of Holdings' LuxCos, Borrower, and their respective Subsidiaries. (vii) Borrower and its Subsidiaries (other than Borrower)shall have, on terms and conditions satisfactory a consolidated basis after giving effect to the LendersTransactions and the other transactions contemplated hereby, a pro forma cash balance that, when added to the unused Revolving Commitments hereunder, aggregates to at least $60.0 million.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Borrower shall have received not less than entered into the Revolving Loan Agreement with the Revolving Agent and the other parties thereto, providing for a revolving credit facility to Borrower with an aggregate revolving commitment amount of $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes30,000,000, and the Senior Subordinated Note Agreement Revolving Loan Documents shall be reasonably acceptable to Agent and Co-Lead Arranger. Agent (on behalf of the Lenders), on the one hand, and the Revolving Agent (on behalf of the secured parties under the Revolving Loan Documents) shall have entered into an Intercreditor Agreement (the “Intercreditor Agreement”) in form and substance reasonably satisfactory to Agent and Co-Lead Arranger. (iii) The Agent shall have received evidence reasonably satisfactory to it that all Indebtedness of the Credit Parties existing prior to the Closing Date and not permitted under Section 5.1 shall have been paid in full from Proceeds of the Loan and/or Proceeds of the initial advance under the Revolving Loan Agreement, and that the commitment by any prior lender to make extensions of credit to the Credit Parties has been terminated to the satisfaction of the Agent with all liens in favor of such prior lenders being unconditionally released; the Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt such Indebtedness being refinanced paid in full from such Proceeds and any such commitment to make extensions of credit terminated; and the Refinancing; the Administrative Agent shall have received from any person Person holding any Lien securing any such ​ debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Original Lenders shall be satisfied with the form and substance of the Transaction Documents, the total financing requirements for the Transactions shall not exceed $122.0 million and the Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, Documents (and without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is Arranger); provided, that, if the PWI Acquisition and/or the Pennant Acquisition shall not materially adverse to be consummated simultaneously on the interests Closing Date, proceeds of the LendersTerm B Loans equal to $25.1 million in respect of the PWI Acquisition and/or $7.3 million in respect of the Pennant Acquisition shall have been deposited in the Restricted Acquisition Account. (ii) Borrower The Original Lenders shall have received not less than $150 million in gross proceeds from be satisfied with the issuance capitalization, the terms and sale conditions of any equity arrangements and the corporate or other organizational structure of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement Companies. The Original Lenders shall be in form satisfied that Basic and substance reasonably satisfactory to the Lenders its subsidiaries have adequate working capital and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentcapital expenditure funds and availability. (iii) The Equity Financing Administrative Agent shall have been consummated. The terms of be reasonably satisfied that all steps necessary to effect the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated completed in full to (but for the satisfaction funding of the Lenders Loans hereunder and application of the proceeds thereof), with all preparations completed that will be sufficient to cause all liens in favor of the existing lenders being to be unconditionally released; the Administrative Agent shall have received a "pay-pay off" letter letters with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) The Borrower shall have received not less than entered into the Revolving Loan Agreement with the Revolving Agent and the other parties thereto, providing for a revolving credit facility to Borrower with an aggregate revolving commitment amount of $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes30,000,000, and the Senior Subordinated Note Agreement Revolving Loan Documents shall be reasonably acceptable to Agent and Co-Lead Arranger. Agent (on behalf of the Lenders), on the one hand, and the Revolving Agent (on behalf of the secured parties under the Revolving Loan Documents) shall have entered into an Intercreditor Agreement (the “Intercreditor Agreement”) in form and substance reasonably satisfactory to Agent and Co-Lead Arranger. ​ (iii) The Agent shall have received evidence reasonably satisfactory to it that all Indebtedness of the Credit Parties existing prior to the Closing Date and not permitted under Section 5.1 shall have been paid in full from Proceeds of the Loan and/or Proceeds of the initial advance under the Revolving Loan Agreement, and that the commitment by any prior lender to make extensions of credit to the Credit Parties has been terminated to the satisfaction of the Agent with all liens in favor of such prior lenders being unconditionally released; the Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt such Indebtedness being refinanced paid in full from such Proceeds and any such commitment to make extensions of credit terminated; and the Refinancing; the Administrative Agent shall have received from any person Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) Borrower shall have received an amount from the Equity Financing equal to at least $176.0 million; the terms and documentation of the Equity Financing shall be in form and substance reasonably satisfactory to the Lenders; and the purchasers of the equity in the Equity Financing shall be reasonably acceptable to the Lenders. (ii) The Lenders shall be reasonably satisfied with the form and substance of the Transaction Documents; the total financing requirements for the Transactions shall not exceed $759.5 million (unless otherwise agreed to by the Administrative Agent); the Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, Documents (and without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to Arranger); and the interests fees and expenses of the Transactions shall not exceed $70.0 million, provided that, with the Administrative Agent’s prior approval, such fees and expenses may exceed $70.0 million but shall not exceed $75.0 million (unless otherwise agreed to by the Required Lenders). (iiiii) Borrower shall have received not less than at least $150 162.9 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement Documents shall be in form certified by Borrower’s chief financial officer as true, complete and substance reasonably satisfactory to current. (iv) Borrower shall have received, indirectly as an equity investment, at least $24.0 million of the Lenders net proceeds from the issuance and sale of the Holdings Senior Discount Notes, and the Holdings Senior Subordinated Discount Note Documents shall be certified by Borrower's ’s chief financial officer as true, complete and current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the reasonable satisfaction of the Lenders with all liens Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC (or other) termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viiivi) Borrower The Lenders shall be reasonably satisfied with the sole direct Subsidiary capitalization, the terms and conditions of any equity arrangements and the corporate or other organizational structure of Holdings, owning directly or indirectly all of Parent, the equity of Holdings' LuxCos, Borrower, and their respective Subsidiaries. (vii) Borrower and its Subsidiaries (other than Borrower)shall have, on terms and conditions satisfactory a consolidated basis after giving effect to the LendersTransactions and the other transactions contemplated hereby, a pro forma cash balance that, when added to the unused Revolving Commitments hereunder, aggregates to at least $60.0 million.

Financings and Other Transactions, Etc. (i) Each of the Transaction Documents shall be in form and substance satisfactory to the Required Consenting Parties and the Arranger, and shall be in full force and effect on the Closing Date. The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent Required Consenting Parties and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the LendersArranger. (ii) Borrower shall have received not less than $150 million 92,000,000 in gross proceeds from the issuance First Lien Loans and sale the Revolving Commitments shall be undrawn as of the Senior Subordinated Notes, and the Senior Subordinated Note Agreement shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as currentClosing Date. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, in each case prior to the 91st day following payment in full and performance of all obligations under the Loan Documents, except as permitted by the Loan DocumentsObligations. (iv) The Xxxxxx Investment Lenders shall have been consummated in accordance be satisfied with the Acquisition Documentscapitalization, without the terms and conditions of any amendment equity arrangements and the corporate or waiver thereof (other than any waiver or amendment thereof that is not adverse to organizational structure of the Lenders)Companies. (v) The Winnipeg Contribution shall have been consummated in accordance proceeds of the Equity Financing, together with the Acquisition Documentsproceeds of the Term Loans and the First Lien Loans to be made hereunder on the Closing Date, without any amendment or waiver thereof shall be sufficient to effect the Refinancing, to pay the Purchase Price (other than any waiver or amendment thereof that is not adverse as defined in the Commitment Letter) and to the Lenders)pay all related fees, commissions and expenses. (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter in form and substance reasonably satisfactory to the Required Consenting Parties with respect to all debt being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders. (ii) Borrower Collateral Agent shall have verified that Borrower has received not less than $150 175 million in gross proceeds from the issuance and sale of the Senior Subordinated Fixed Rate Notes, $70 million in gross proceeds from the issuance and sale of the Senior Floating Rate Notes, and the Senior Subordinated Note Agreement Documents shall be in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by one of Borrower's chief financial officer ’s Financial Officers as current, complete and accurate. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (viiii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "“pay-off" ” letter with respect to all debt being refinanced in the Refinancing; the Administrative Agent shall have received from any person Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents and other instruments, in each case in proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt; and the NOL Loan shall have been repaid in full and the NOL Loan Agreement terminated and the Administrative Agent shall have received a “pay-off” letter with respect to the repayment of the NOL Loan. (viiiiii) Borrower The Lenders shall be reasonably satisfied with the sole direct Subsidiary of Holdingscapitalization, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions of any equity, indemnity, employment or other arrangements entered into in connection with the Transactions and the corporate, legal, tax, management or other organizational structure of the Companies. (iv) All legal matters incident to the Senior Note Documents shall be satisfactory to the Lenders, the Issuing Bank and to the Administrative Agent and there shall have been delivered to counsel for the Administrative Agent an executed copy of each of the material Senior Note Documents.

Financings and Other Transactions, Etc. (i) The Transactions shall have been consummated or shall be consummated simultaneously on the Closing Date, in each case in all material respects in accordance with the terms hereof and the terms of the Transaction Documents, without the waiver or amendment of any such terms not approved by the Administrative Agent and the Arranger other than any waiver or amendment thereof that is not materially adverse to the interests of the Lenders.. ​ (ii) The Borrower shall have received not less than entered into the Revolving Loan Agreement with the Revolving Agent and the other parties thereto, providing for a revolving credit facility to Borrower with an aggregate revolving commitment amount of $150 million in gross proceeds from the issuance and sale of the Senior Subordinated Notes30,000,000, and the Senior Subordinated Note Agreement Revolving Loan Documents shall be reasonably acceptable to Agent and Co-Lead Arranger. Agent (on behalf of the Lenders), on the one hand, and the Revolving Agent (on behalf of the secured parties under the Revolving Loan Documents) shall have entered into an Intercreditor Agreement (the “Intercreditor Agreement”) in form and substance reasonably satisfactory to Agent and Co-Lead Arranger. ​ (iii) The Agent shall have received evidence reasonably satisfactory to it that all Indebtedness of the Credit Parties existing prior to the Closing Date and not permitted under Section 5.1 shall have been paid in full from Proceeds of the Loan and/or Proceeds of the initial advance under the Revolving Loan Agreement, and that the commitment by any prior lender to make extensions of credit to the Credit Parties has been terminated to the satisfaction of the Agent with all liens in favor of such prior lenders being unconditionally released; the Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Lenders and the Senior Subordinated Note Documents shall be certified by Borrower's chief financial officer as current. (iii) The Equity Financing shall have been consummated. The terms of the Equity Financing and the Rollover Equity shall not require any payments or other distributions of cash or property in respect thereof, or any purchases, redemptions or other acquisitions thereof for cash or property, prior to the payment in full of all obligations under the Loan Documents, except as permitted by the Loan Documents. (iv) The Xxxxxx Investment shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (v) The Winnipeg Contribution shall have been consummated in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vi) The Xxxxxx Employment shall have become effective in accordance with the Acquisition Documents, without any amendment or waiver thereof (other than any waiver or amendment thereof that is not adverse to the Lenders). (vii) The Refinancing shall have been consummated in full to the satisfaction of the Lenders with all liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a "pay-off" letter with respect to all debt such Indebtedness being refinanced paid in full from such Proceeds and any such commitment to make extensions of credit terminated; and the Refinancing; the Administrative Agent shall have received from any person Person holding any Lien securing any such debt, such UCC termination statements, mortgage releases, releases of assignments of leases and rents rents, releases of security interests in Intellectual Property and other instruments, in each case in ​ ​ ​ ​ proper form for recording, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (viii) Borrower shall be the sole direct Subsidiary of Holdings, owning directly or indirectly all of the equity of Holdings' Subsidiaries (other than Borrower), on terms and conditions satisfactory to the Lenders.. ​