Common use of Related Agreements Clause in Contracts

Related Agreements. (a) The Loan Parties have furnished Administrative Agent true and correct copies of the Related Agreements. (b) The Loan Parties have duly taken all necessary company action to authorize the execution, delivery, and performance of the Related Agreements and the consummation of transactions contemplated by the Related Agreements. (c) The Related Transaction will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, and other material consents, approvals, and exemptions required to be obtained by the Loan Parties and, to each Loan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transaction will be, prior to consummation of the Related Transaction, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, or decree of any court or governmental body binding on any Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, or other document, or any judgment, order, or decree, to which any Loan Party is a party or by which any Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no statement or representation made in the Related Agreements by any Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect.

Related Agreements. (a) The Loan Parties have furnished Administrative Agent Borrower has delivered to Lender a true and correct copies copy of the Related Agreements. (b) The Agreements and the Sponsor Management Agreement pursuant hereto. Each of Borrower and the other Loan Parties have party thereto and, to Borrower's knowledge, each other party to the Related Agreements, has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. (c) . The Related Transaction Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the a Loan Parties Party (other than with respect to lease agreements subject to consent rights due to a change in control) and, to each Loan Party’s Borrower's knowledge, each other party to the Related Agreements in connection with the Related Transaction will beTransactions (other than the Mezzanine Lender in connection with the Mezzanine Debt Documents, as to which Borrower makes no representation hereunder) have been, prior to consummation of the Related TransactionTransactions, duly obtained and will be are in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction will Transactions did not, violate in a material manner, any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on Borrower or any other Loan Party or, to any Borrower’s 's knowledge, any other party to the Related AgreementsAgreements (other than the Mezzanine Lender in connection with the Mezzanine Debt Documents, as to which Borrower makes no representation hereunder), or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which Borrower or any other Loan Party is a party or by which Borrower or any other Loan Party is bound or, to any Borrower’s 's knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. bound (e) As of other than the Closing DateMezzanine Lender in connection with the Mezzanine Debt Documents, as to which Borrower makes no statement or representation hereunder). The statements and representations made in the Related Agreements by Borrower or any other Loan Party or, to any Borrower’s 's knowledge, any other PersonPerson (other than the Mezzanine Lender in connection with the Mezzanine Debt Documents, contains as to which Borrower makes no representation hereunder) or any report or document furnished by a Loan Party but not prepared by a Loan Party, taken as a whole, are not untrue statement statements of a material fact facts or omits omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, taken as a whole, in light of the circumstances under which they are made, not misleading as of the time that such statements or representations are made. As of the Closing Date, (i) each of the representations and warranties contained in the Related Agreements made by a Loan Party is true and correct in all material respects and (ii) to Borrower's knowledge, each of the representations and warranties contained in the Related Agreements made by any Person other than a Loan Party is true and correct in all material respectrespects. Borrower acknowledges that Lender is entering into this Agreement and making the Loans hereunder in reliance upon the subordination provisions of the Subordinated Debt and this Section 5.27.

Related Agreements. (a) The Loan Parties Borrowers have furnished Administrative Agent a true and correct copies copy of the Related Agreements pursuant hereto. Each Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements. (b) The Loan Parties have , has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. (c) . The Related Transaction Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the a Loan Parties Party and, to each Loan PartyBorrower’s knowledge, each other party to the Related Agreements in connection with the Related Transaction Transactions will be, prior to consummation of the Related TransactionTransactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Borrower or any other Loan Party is a party or by which any Borrower or any other Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no . No statement or representation made in the Related Agreements by any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. (b) The intercreditor provisions of the Second Lien Intercreditor Agreement are enforceable by Agent and the Lenders against the holders of the Second Lien Obligations. The Liens securing the Obligations are entitled to the benefits of the provisions contained in any material respectthe Second Lien Intercreditor Agreement. Each Borrower acknowledges that Agent and each Lender are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the intercreditor provisions of the Second Lien Intercreditor Agreement and this Section 5.21.

Related Agreements. (a) The Loan Parties Companies have furnished Administrative to Agent a true and correct copies copy of the Related Agreements pursuant hereto. Each Company and, to the Companies’ knowledge, each other party to the Related Agreements. (b) The Loan Parties have , has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the other Related Transactions have been consummated (or concurrently with the initial purchase of Notes hereunder, will be consummated) in accordance with the terms of the applicable Related Agreements. (c) . The Related Transaction Transactions consummated on the Closing Date comply, or will comply as the case may be, with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the Loan Parties a Note Party and, to each Loan Party’s the Companies’ knowledge, each other party to the Related Agreements in connection with the Related Transaction Transactions have been, or will be, as the case may be, prior to consummation of the Related TransactionTransactions, duly obtained and are, or will be be, as the case may be, in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions contemplated by such Related Agreements will have expired without any action being taken by any competent governmental authority Governmental Authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements on the Closing Date did not, or will not, as the case may be, and the consummation of the Related Transaction Transactions did not, or will not, as the case may be, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on the Companies or any Loan other Note Party or, to any Borrower’s the Companies’ knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Company or any other Note Party is a party or by which the Companies or any Loan other Note Party is bound or, to any Borrower’s the Companies’ knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) bound in such manner which could reasonably be expected to have a Materially Adverse Effect. As of the Closing Date, no statement or representation made each of the representations and warranties contained in the Related Agreements made by any Loan Note Party oris true and correct in all material respects. As of the Closing Date, to any Borrowereach Company’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light each of the circumstances under which they are made, representations and warranties contained in the Related Agreements made by any Person other than such Company is true and correct except as otherwise would not misleading in any material respectreasonably be expected to have a Material Adverse Effect.

Related Agreements. (a) The Loan Parties Borrowers have furnished Administrative Agent a true and correct copies copy of the Related Agreements pursuant hereto. Each Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements. (b) The Loan Parties have , has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. (c) . The Related Transaction Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the a Loan Parties Party and, to each Loan PartyBorrower’s knowledge, each other party to the Related Agreements in connection with the Related Transaction Transactions will be, prior to consummation of the Related TransactionTransactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Borrower or any other Loan Party is a party or by which any Borrower or any other Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no . No statement or representation made in the Related Agreements by any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. (b) The intercreditor provisions of the Intercreditor Agreement are enforceable by Agent and the Lenders against the holders of the First Lien Obligations. The Liens securing the Obligations are entitled to the benefits of the provisions contained in any material respectthe Intercreditor Agreement. Each Borrower acknowledges that Agent and each Lender are entering into this Agreement and are making the Loans in reliance upon the intercreditor provisions of the Intercreditor Agreement and this Section 5.21.

Related Agreements. (a) The Loan Parties Borrowers have heretofore furnished the Administrative Agent a true and correct copies copy of the Related Agreements. The material transactions contemplated by the Related Agreements were consummated prior to the execution and delivery of this Agreement, in accordance in all material respects with the terms of the Related Agreements. (b) The Each Loan Parties have Party and, to each Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary company corporate, partnership or other organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by the Related Agreementsthereby. (c) The Related Transaction will Transactions comply in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the Loan Parties and, to each Loan PartyBorrower’s knowledge, each other party to the Related Agreements in connection with the Related Transaction will be, prior to consummation of the Related Transaction, Transactions have been duly obtained and will be are in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related TransactionTransactions. (d) The Neither the execution and delivery of the Related Agreements did notAgreements, and nor the consummation of the Related Transaction will notTransactions, violate has violated any material statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Loan Party or, to any each Borrower’s knowledge, any other party to the Related Agreements, or result resulted in a breach of, or constitute constituted a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Party is a party or by which any Loan Party is bound or, to any each Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no No statement or representation made in the Related Agreements by any Loan Party or, to any each Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respectmisleading.

Related Agreements. (a) The Loan Parties have Borrower has furnished Administrative Second Lien Agent true and correct copies a complete copy of the Related Agreements pursuant hereto. Each of Borrower and, to Borrower’s knowledge, each other party to the Related Agreements. (b) The Loan Parties have , has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Agreements. Transactions have been consummated (cor are being consummated substantially contemporaneously with the credit extension hereunder) in accordance with the terms of the Related Agreements in all material respects except where Second Lien Agent has consented otherwise. The Related Transaction will Transactions comply in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the a Loan Parties Party and, to each Loan PartyBorrower’s knowledge, each other party to the Related Agreements in connection with the Related Transaction will be, prior to consummation of the Related Transaction, Transactions have been duly obtained and will be are in full force and effect. As of the date of the Related AgreementsClosing Date, all applicable waiting periods with respect to the Related Transaction will Transactions have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did notAgreements, and the consummation of the Related Transaction will notTransactions, did not violate any material statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on Borrower or any other Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a material breach of, or constitute a material default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which Borrower or any other Loan Party is a party or by which Borrower or any other Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no statement or representation made in the Related Agreements by any Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect.

Related Agreements. (a) The Loan Note Parties have furnished Administrative to Agent a true and correct copies copy of the Related Agreements pursuant hereto. Each Note Party and, to the Note Parties’ knowledge, each other party to the Related Agreements. (b) The Loan Parties have , has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the other Related Transactions have been consummated (or concurrently with the initial purchase of Notes hereunder, will be consummated) in accordance with the terms of the applicable Related Agreements. (c) . The Related Transaction Transactions consummated on the Closing Date comply, or will comply as the case may be, with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the Loan Parties a Note Party and, to each Loan Party’s the Note Parties’ knowledge, each other party to the Related Agreements in connection with the Related Transaction Transactions have been, or will be, as the case may be, prior to consummation of the Related TransactionTransactions, duly obtained and are, or will be be, as the case may be, in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions contemplated by such Related Agreements will have expired without any action being taken by any competent governmental authority Governmental Authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements on the Closing Date did not, or will not, as the case may be, and the consummation of the Related Transaction Transactions did not, or will not, as the case may be, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Loan Party the Note Parties or, to any Borrower’s the Note Parties’ knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Note Party is a party or by which any Loan Party is the Note Parties are bound or, to any Borrower’s the Note Parties’ knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) bound in such manner which could reasonably be expected to have a Materially Adverse Effect. As of the Closing Date, no statement or representation made each of the representations and warranties contained in the Related Agreements made by any Loan Note Party oris true and correct in all material respects. As of the Closing Date, to any Borrower’s each Note Parties’ knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light each of the circumstances under which they are made, representations and warranties contained in the Related Agreements made by any Person other than such Note Party is true and correct except as otherwise would not misleading in any material respectreasonably be expected to have a Material Adverse Effect.

Related Agreements. (a) The Loan Parties have Administrative Borrower has furnished Administrative Agent the Lender a true and correct copies copy of each the Related Agreements. (b) The , along with all agreements, side letters and other documents executed by any Loan Party, Subsidiary or Affiliate thereof in connection therewith. Each of Loan Parties have and their respective Subsidiaries and, to Loan Party’s knowledge, each other party to the Related Agreements, has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. (c) . The Related Transaction Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, and other material consents, approvals, and exemptions Consents required to be obtained by the a Loan Parties Party or a Subsidiary thereof and, to each Loan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transaction Transactions will be, prior to consummation of the Related TransactionTransactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority Governmental Body which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction Transactions will not, violate any statute or regulation of the United States (including any securities law) ), Canada or of any state state, province or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body Governmental Body binding on any Loan Party or Subsidiary or, to any Borrowereach Loan Party’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Party or Subsidiary is a party or by which any Loan Party or Subsidiary is bound or, to any Borrowereach Loan Party’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no . No statement or representation made in the Related Agreements by any Loan Party or Subsidiary or, to any BorrowerLoan Party’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. As of the Closing Date and any other date on which such representations and warranties are otherwise remade or deemed remade hereunder, (a) each of the representations and warranties contained in the Related Agreements made by a Loan Party or any Subsidiary is true and correct in all material respectrespects and (b) to each Loan Party’s knowledge, each of the representations and warranties contained in the Related Agreements made by any Person other than a Loan Party is true and correct in all material respects.

Related Agreements. (a) The Loan Parties have Borrower has furnished Administrative Agent true and correct copies a complete copy of the Related Agreements pursuant hereto. Each of Borrower and, to Borrower’s knowledge, each other party to the Related Agreements. (b) The Loan Parties have , has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Agreements. Transactions have been consummated (cor are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements in all material respects except where Agent has consented otherwise. The Related Transaction will Transactions comply in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the a Loan Parties Party and, to each Loan PartyBorrower’s knowledge, each other party to the Related Agreements in connection with the Related Transaction will be, prior to consummation of the Related Transaction, Transactions have been duly obtained and will be are in full force and effect. As of the date of the Related AgreementsClosing Date, all applicable waiting periods with respect to the Related Transaction will Transactions have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did notAgreements, and the consummation of the Related Transaction will notTransactions, did not violate any material statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on Borrower or any other Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a material breach of, or constitute a material default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which Borrower or any other Loan Party is a party or by which Borrower or any other Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (eb) As The lien subordination provisions of the Closing Date, no statement or representation made Second Lien Subordination Agreement are enforceable against the holders of the Second Lien Debt. All Obligations constitute first lien Indebtedness entitled to the benefits of the lien subordination provisions contained in the Related Agreements by any Loan Party or, Second Lien Subordination Agreement. Borrower acknowledges that Agent and each Lender are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the lien subordination provisions applicable to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respectSecond Lien Debt and this Section 5.22.

Related Agreements. (a) The Loan Parties Borrowers have furnished Administrative Agent a true and correct copies copy of each of the Related Agreements. . Each Borrower and, to each Borrower’s actual knowledge, each other party to the Related Agreements (b) The Loan Parties have other than any Lender signatory thereto or any natural person), has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. (c) . The Related Transaction Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the a Loan Parties Party and, to each Loan PartyBorrower’s actual knowledge, each other party to the Related Agreements (other than any Lender signatory thereto) in connection with the Related Transaction Transactions will be, prior to consummation of the Related TransactionTransactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Loan Party or, to any each Borrower’s actual knowledge, any other party to the Related AgreementsAgreements (other than any Lender signatory thereto), or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Party is a party or by which any Loan Party is bound or, to any each Borrower’s actual knowledge, to which any other party to the Related Agreements (other than any Lender signatory thereto) is a party or by which any such party is bound. (e) . As of the Closing Date, no statement or representation made in the Related Agreements by any Loan Party or, to any each Borrower’s actual knowledge, any other PersonPerson (other than any Lender signatory thereto), contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respectas of the time that such statement or representation is made.

Related Agreements. (a) The Loan Parties have Each Borrower has furnished Administrative Agent a true and correct copies copy of the Related Agreements. (b) The Loan Parties have . Each Borrower and, to each Borrower's knowledge, each other party to the Related Agreements, has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. (c) . The Related Transaction Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the a Loan Parties Party and, to each Loan Party’s Borrower's knowledge, each other party to the Related Agreements in connection with the Related Transaction Transactions will be, prior to consummation of the Related TransactionTransactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority Governmental Authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party or, to any Borrower’s 's knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Borrower or any other Loan Party is a party or by which any Borrower or any other Loan Party is bound or, to any each Borrower’s 's knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no . No statement or representation made in the Related Agreements by any Borrower or any other Loan Party or, to any Borrower’s 's knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. As of the Closing Date and any other date on which such representations and warranties are otherwise remade or deemed remade hereunder, (i) each of the representations and warranties contained in the Related Agreements made by a Loan Party is true and correct in all material respects and (ii) to each Borrower's knowledge, each of the representations and warranties contained in the Related Agreements made by any Person other than a Loan Party is true and correct in all material respectrespects. (b) The subordination provisions with respect to all Subordinated Debt are enforceable against the holders of such Subordinated Debt by Administrative Agent. The Obligations constitute senior Debt entitled to the benefits of the subordination agreement and subordination provisions applicable to all Subordinated Debt. Borrowers acknowledge that Administrative Agent and Lenders are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the subordination provisions of the Subordinated Debt and this Section 5.21.

Related Agreements. (a) The Loan Parties have Administrative Borrower has furnished Administrative Agent a true and correct copies copy of each the Related Agreements. (b) The , along with all agreements, side letters and other documents executed by any Loan Party, Subsidiary or Affiliate thereof in connection therewith. Each of Loan Parties have and their respective Subsidiaries and, to Loan Party’s knowledge, each other party to the Related Agreements, has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. (c) . The Related Transaction Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, and other material consents, approvals, and exemptions Consents required to be obtained by the a Loan Parties Party or a Subsidiary thereof and, to each Loan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transaction Transactions will be, prior to consummation of the Related TransactionTransactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority Governmental Body which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction Transactions will not, violate any statute or regulation of the United States (including any securities law) ), Canada or of any state state, province or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body Governmental Body binding on any Loan Party or Subsidiary or, to any Borrowereach Loan Party’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Party or Subsidiary is a party or by which any Loan Party or Subsidiary is bound or, to any Borrowereach Loan Party’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no . No statement or representation made in the Related Agreements by any Loan Party or Subsidiary or, to any BorrowerLoan Party’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. As of the Closing Date and any other date on which such representations and warranties are otherwise remade or deemed remade hereunder, (a) each of the representations and warranties contained in the Related Agreements made by a Loan Party or any Subsidiary is true and correct in all material respectrespects and (b) to each Loan Party’s knowledge, each of the representations and warranties contained in the Related Agreements made by any Person other than a Loan Party is true and correct in all material respects.

Related Agreements. (a) 5.25.1. The Loan Parties Issuers have heretofore furnished Administrative Agent the Purchasers a true and correct copies copy of the Related Agreements. The merger of Xxxxxxx Inc. with and into Xxxxxxx LLC contemplated by the Merger Agreement was consummated contemporaneously with the Closing, in accordance in all material respects with the terms of the Related Agreements. (b) The Loan Parties have 5.25.2. Each Issuer and, to the Issuers’ knowledge, each other party to the Related Agreements, duly taken took all necessary company corporate, partnership or other organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by the Related Agreementsthereby. (c) 5.25.3. The Related Transaction will comply Transactions complied in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the Loan Parties Issuers and, to each Loan Party’s the Issuers’ knowledge, each other party to the Related Agreements in connection with the Related Transaction will be, prior to consummation of the Related Transaction, Transactions were duly obtained and will be are in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction will have Transactions had expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related TransactionTransactions. (d) The 5.25.4. Neither the execution and delivery of the Related Agreements did notAgreements, and nor the consummation of the Related Transaction will notTransactions, violate violated any material statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Loan Party Issuer or, to any Borrower’s the Issuers’ knowledge, any other party to the Related Agreements, or result resulted in a breach of, or constitute constituted a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Party Issuer is a party or by which any Loan Party Issuer is bound or, to any Borrower’s the Issuers’ knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no 5.25.5. No statement or representation made in the Related Agreements by any Loan Party Issuer or, to any Borrower’s the Issuers’ knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respectmisleading.

Related Agreements. (a) The Loan Parties have Borrower has furnished Administrative Agent a true and correct copies copy of the Related Agreements pursuant hereto. Each of Borrower and, to Borrower's knowledge, each other party to the Related Agreements. (b) The Loan Parties have , has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by the Related Agreements. (c) thereby. The Related Transaction Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, partner and other material consents, approvals, approvals and exemptions required to be obtained by the Loan Parties Borrower and, to each Loan Party’s Borrower's knowledge, each other party to the Related Agreements in connection with the Related Transaction Transactions will be, prior to consummation of the Related TransactionTransactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Loan Party Borrower or, to any Borrower’s 's knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Party Borrower is a party or by which any Loan Party Borrower is bound or, to any Borrower’s 's knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no . No statement or representation made in the Related Agreements by any Loan Party Borrower or, to any Borrower’s 's knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading misleading. (a) All Obligations constitute Senior Debt entitled to the benefits of the subordination provisions contained in any material respectthe Subordinated Debt. Borrower acknowledges that Agent and each Lender are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the subordination provisions of the Subordinated Debt and this Section 5.22.

Related Agreements. (a) The Loan Parties have Borrower has furnished Administrative Agent a true and correct copies copy of the material Related Agreements in existence as of the Closing Date and known to Borrower. Each of Borrower and, to Borrower's knowledge, each other party to the Related Agreements. (b) The Loan Parties have , has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. The Related Transactions (including the Merger) described in Section 4.1.4 have been consummated in accordance with the terms of the Related Agreements. (c) . The Related Transaction will Transactions comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partnerpartner and, and except as set forth on Schedule 5.2, other material consents, approvals, approvals and exemptions required to be obtained by the Loan Parties Borrower and, to each Loan Party’s Borrower's knowledge, each other party to the Related Agreements in connection with the Related Transaction will beTransactions have been, prior to consummation of the Related TransactionTransactions, duly obtained and will be are in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction will Transactions have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did notAgreements, and the consummation of the Related Transaction will notTransactions, did not violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Loan Party Borrower or, to any Borrower’s 's knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, except as set forth on Schedule 5.2, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Party Borrower is a party or by which any Loan Party Borrower is bound or, to any Borrower’s 's knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) . As of the Closing Date, no statement or representation made in the Related Agreements by any Loan Party Borrower or, to any Borrower’s 's knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading misleading. (b) The subordination provisions of the Subordinated Debt are enforceable against the holders of the Subordinated Debt by Agent and Lenders. All Obligations constitute senior Indebtedness entitled to the benefits of the subordination provisions contained in any material respectthe Subordinated Debt. Borrower acknowledges that Agent and each Lender are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the subordination provisions of the Subordinated Debt and this Section 5.22.

Related Agreements. (a) The Loan Parties have Borrower has furnished Administrative Agent true and correct copies of the material Related Agreements in existence as of the Closing Date and known to Borrower. Each of Borrower and, to Borrower's knowledge, each other party to the Related Agreements. (b) The Loan Parties have , has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. The Closing Date Transactions described in Section 4.1.4 have been consummated in accordance with the terms of the applicable Related Agreements. (c) . The Related Transaction will Transactions comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partnerpartner and, and except as set forth on Schedule 5.2, other material consents, approvals, approvals and exemptions required to be obtained by the Loan Parties Borrower and, to each Loan Party’s Borrower's knowledge, each other party to the Related Agreements in connection with the Related Transaction will beTransactions have been, prior to consummation of the Related TransactionTransactions, duly obtained and will be are in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction will Transactions have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did notAgreements, and the consummation of the Related Transaction will notTransactions, did not violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body binding on any Loan Party Borrower or, to any Borrower’s 's knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, except as set forth on Schedule 5.2, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Party Borrower is a party or by which any Loan Party Borrower is bound or, to any Borrower’s 's knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) . As of the Closing Date, no statement or representation made in the Related Agreements by any Loan Party Borrower or, to any Borrower’s 's knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading misleading. (b) The subordination provisions of the Subordinated Debt are enforceable against the holders of the Subordinated Debt by Agent and Lenders. All Obligations constitute senior Indebtedness entitled to the benefits of the subordination provisions contained in any material respectthe Subordinated Debt. Borrower acknowledges that Agent and each Lender are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the subordination provisions of the Subordinated Debt and this Section 5.22.

Related Agreements. (a) The Loan Parties have Administrative Borrower has furnished Administrative Agent a true and correct copies copy of each the Related Agreements. (b) The , along with all agreements, side letters and other documents executed by any Loan Party, Subsidiary or Affiliate thereof in connection therewith. Each of Loan Parties have and their respective Subsidiaries and, to Loan Party’s knowledge, each other party to the Related Agreements, has duly taken all necessary company organizational action to authorize the execution, delivery, delivery and performance of the Related Agreements and the consummation of transactions contemplated by thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. (c) . The Related Transaction Transactions will comply in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, and other material consents, approvals, and exemptions Consents required to be obtained by the a Loan Parties Party or a Subsidiary thereof and, to each Loan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transaction Transactions will be, prior to consummation of the Related TransactionTransactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction Transactions will have expired without any action being taken by any competent governmental authority Governmental Body which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (d) Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, judgment or decree of any court or governmental body Governmental Body binding on any Loan Party or Subsidiary or, to any Borrowereach Loan Party’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, instrument or other document, or any judgment, order, order or decree, to which any Loan Party or Subsidiary is a party or by which any Loan Party or Subsidiary is bound or, to any Borrowereach Loan Party’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) As of the Closing Date, no . No statement or representation made in the Related Agreements by any Loan Party or Subsidiary or, to any BorrowerLoan Party’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light therein (taken as a whole) not materially misleading as of the circumstances under which they are time that such statement or representation is made. As of the Closing Date, not misleading (a) each of the representations and warranties contained in the Related Agreements made by a Loan Party or any Subsidiary is true and correct in all material respectrespects and (b) to each Loan Party’s knowledge, each of the representations and warranties contained in the Related Agreements made by any Person other than a Loan Party is true and correct in all material respects.

Related Agreements. (ai) The Loan Parties have furnished Administrative Agent true and correct copies of the Related Agreements. (bii) The Loan Parties have duly taken all necessary company action to authorize the execution, delivery, and performance of the Related Agreements and the consummation of transactions contemplated by the Related Agreements. (ciii) The Related Transaction will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, and other material consents, approvals, and exemptions required to be obtained by the Loan Parties and, to each Loan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transaction will be, prior to consummation of the Related Transaction, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transaction will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transaction. (div) The execution and delivery of the Related Agreements did not, and the consummation of the Related Transaction will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, or decree of any court or governmental body binding on any Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, or other document, or any judgment, order, or decree, to which any Loan Party is a party or by which any Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (ev) As of the Closing Date, no statement or representation made in the Related Agreements by any Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect.