Common use of Related Agreements Clause in Contracts

Related Agreements. (a) Borrowers have furnished Agent a true and correct copy of the Related Agreements pursuant hereto. Each Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. The Related Transactions 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 a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related 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 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 or other document, or any judgment, 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. 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 the 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) Borrowers The Loan Parties have furnished Administrative Agent a true and correct copy copies of the Related Agreements pursuant hereto. Each Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has . (b) The Loan Parties have duly taken all necessary organizational company action to authorize the execution, delivery delivery, and performance of the Related Agreements and the consummation of transactions contemplated 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 by the Related Agreements. . (c) The Related Transactions Transaction 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 a the Loan Party Parties and, to each BorrowerLoan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transactions Transaction will be, prior to consummation of the Related TransactionsTransaction, 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 Transactions 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 Transactions. Transaction. (d) The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions 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 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. No . (e) As of the Closing Date, 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 madein any material respect. (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 the 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) Borrowers have furnished Agent a true and correct copy of the Related Agreements pursuant hereto. Each Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. The Related Transactions 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 a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related 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 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 or other document, or any judgment, 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. 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 First Lien Obligations. The Liens securing the Obligations are entitled to the benefits of the provisions contained in the 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) Borrowers have furnished Agent Borrower has delivered to Lender a true and correct copy of the Related Agreements and the Sponsor Management Agreement pursuant hereto. Each of Borrower and the other Loan Parties party thereto and, to such Borrower’s 's knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. The Related Transactions 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 a Loan Party (other than with respect to lease agreements subject to consent rights due to a change in control) and, to each Borrower’s 's knowledge, each other party to the Related Agreements in connection with the Related Transactions will be(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 Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will 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 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 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 or other document, or any judgment, 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 's knowledge, to which any other party to the Related Agreements is a party or by which any such party is boundbound (other than the Mezzanine Lender in connection with the Mezzanine Debt Documents, as to which Borrower makes no representation hereunder). No statement or representation The statements and representations made in the Related Agreements by any 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 statement statements or representation is representations are made. (b) The intercreditor provisions . As of the Second Lien Intercreditor Agreement are enforceable by Agent and the Lenders against the holders Closing Date, (i) each of the Second Lien Obligations. The Liens securing the Obligations are entitled to the benefits of the provisions representations and warranties contained in the Second Lien Intercreditor AgreementRelated 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 respects. Each Borrower acknowledges that Agent and each Lender are is entering into this Agreement and are extending the Commitments and making the Loans hereunder in reliance upon the intercreditor subordination provisions of the Second Lien Intercreditor Agreement Subordinated Debt and this Section 5.215.27.

Related Agreements. (a) Borrowers The Companies have furnished to Agent a true and correct copy of the Related Agreements pursuant hereto. Each Borrower Company and, to such Borrower’s the Companies’ knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the other Related Transactions have been consummated (or are being consummated substantially contemporaneously concurrently with the initial credit extension purchase of Notes hereunder, will be consummated) in accordance with the terms of the applicable Related Agreements. The Related 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 and other material consents, approvals and exemptions required to be obtained by a Loan Note Party and, to each Borrower’s the Companies’ knowledge, each other party to the Related Agreements in connection with the Related Transactions have been, or will be, as the case may be, prior to consummation of the Related Transactions, 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 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 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 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 or decree of any court or governmental body binding on any Borrower the Companies or any other Loan 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 or other document, or any judgment, order or decree, to which any Borrower Company or any other Loan Note Party is a party or by which any Borrower the Companies or any other Loan 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 boundbound in such manner which could reasonably be expected to have a Materially Adverse Effect. No statement or representation made As of the Closing Date, each of the representations and warranties contained in the Related Agreements made by any Borrower or any other 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, 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 representations and the Lenders against the holders of the Second Lien Obligations. The Liens securing the Obligations are entitled to the benefits of the provisions warranties contained in the Second Lien Intercreditor Agreement. Each Borrower acknowledges that Agent Related Agreements made by any Person other than such Company is true 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 5.21correct except as otherwise would not reasonably be expected to have a Material Adverse Effect.

Related Agreements. (a) Borrowers The Note Parties have furnished to Agent a true and correct copy of the Related Agreements pursuant hereto. Each Borrower Note Party and, to such Borrower’s the Note Parties’ knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the other Related Transactions have been consummated (or are being consummated substantially contemporaneously concurrently with the initial credit extension purchase of Notes hereunder, will be consummated) in accordance with the terms of the applicable Related Agreements. The Related 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 and other material consents, approvals and exemptions required to be obtained by a Loan Note Party and, to each Borrower’s the Note Parties’ knowledge, each other party to the Related Agreements in connection with the Related Transactions have been, or will be, as the case may be, prior to consummation of the Related Transactions, 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 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 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 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 or decree of any court or governmental body binding on any Borrower or any other 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 or other document, or any judgment, order or decree, to which any Borrower or any other Loan Note Party is a party or by which any Borrower or any other 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 boundbound in such manner which could reasonably be expected to have a Materially Adverse Effect. No statement or representation made As of the Closing Date, each of the representations and warranties contained in the Related Agreements made by any Borrower or any other 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, 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 representations and the Lenders against the holders of the Second Lien Obligations. The Liens securing the Obligations are entitled to the benefits of the provisions warranties contained in the Second Lien Intercreditor Agreement. Each Borrower acknowledges that Agent Related Agreements made by any Person other than such Note Party is true 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 5.21correct except as otherwise would not reasonably be expected to have a Material Adverse Effect.

Related Agreements. (a) Borrowers have Borrower has furnished Second Lien Agent a true and correct complete copy of the Related Agreements pursuant hereto. Each of Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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 AgreementsAgreements in all material respects except where Second Lien Agent has consented otherwise. The Related 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 required to be obtained by a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related 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 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 Transactions. The execution and delivery of the Related Agreements did notAgreements, and the consummation of the Related Transactions 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 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 material breach of, or constitute a material default under, any material agreement, indenture, instrument or other document, or any judgment, 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. 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 the 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) Borrowers have Administrative Borrower has furnished Agent the Lender a true and correct copy of each the Related Agreements pursuant heretoAgreements, along with all agreements, side letters and other documents executed by any Loan Party, Subsidiary or Affiliate thereof in connection therewith. Each Borrower of Loan Parties and their respective Subsidiaries and, to such BorrowerLoan Party’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. The Related 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 a Loan Party or a Subsidiary thereof and, to each BorrowerLoan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related 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 or decree of any court or governmental body Governmental Body binding on any Borrower or any other 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 or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party or Subsidiary is a party or by which any Borrower or any other 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. No statement or representation made in the Related Agreements by any Borrower or any other 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 respects and (b) The intercreditor provisions to each Loan Party’s knowledge, each of the Second Lien Intercreditor Agreement are enforceable by Agent representations and the Lenders against the holders of the Second Lien Obligations. The Liens securing the Obligations are entitled to the benefits of the provisions warranties contained in the Second Lien Intercreditor Agreement. Each Borrower acknowledges that Agent Related Agreements made by any Person other than a Loan Party is true and each Lender are entering into this Agreement and are extending the Commitments and making the Loans correct in reliance upon the intercreditor provisions of the Second Lien Intercreditor Agreement and this Section 5.21all material respects.

Related Agreements. (a) Borrowers have Borrower has furnished Agent a true and correct copy of the Related Agreements pursuant hereto. Each of Borrower and, to such Borrower’s 's knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. The Related Transactions 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 a Loan Party Borrower and, to each Borrower’s 's knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related 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 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 or other document, or any judgment, 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 's knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. 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 mademisleading. (ba) 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 All Obligations are constitute Senior Debt entitled to the benefits of the subordination provisions contained in the Second Lien Intercreditor AgreementSubordinated Debt. 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 subordination provisions of the Second Lien Intercreditor Agreement Subordinated Debt and this Section 5.215.22.

Related Agreements. (a) Borrowers have Borrower has furnished Agent a true and correct copy of the material Related Agreements pursuant heretoin existence as of the Closing Date and known to Borrower. Each of Borrower and, to such Borrower’s 's knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the The Related Transactions (including the Merger) described in Section 4.1.4 have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. The Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and and, except as set forth on Schedule 5.2, other material consents, approvals and exemptions required to be obtained by a Loan Party Borrower and, to each Borrower’s 's knowledge, each other party to the Related Agreements in connection with the Related Transactions will behave been, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did notAgreements, and the consummation of the Related Transactions 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 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, except as set forth on Schedule 5.2, any material agreement, indenture, instrument or other document, or any judgment, 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 's knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. No As of the Closing Date, 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 mademisleading. (b) The intercreditor subordination provisions of the Second Lien Intercreditor Agreement Subordinated Debt are enforceable by Agent and the Lenders against the holders of the Second Lien ObligationsSubordinated Debt by Agent and Lenders. The Liens securing the All Obligations are constitute senior Indebtedness entitled to the benefits of the subordination provisions contained in the Second Lien Intercreditor AgreementSubordinated Debt. 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 subordination provisions of the Second Lien Intercreditor Agreement Subordinated Debt and this Section 5.215.22.

Related Agreements. (a) Borrowers have Borrower has furnished Agent a true and correct copy copies of the material Related Agreements pursuant heretoin existence as of the Closing Date and known to Borrower. Each of Borrower and, to such Borrower’s 's knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the The Closing Date, the Related Date Transactions described in Section 4.1.4 have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the applicable Related Agreements. The Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and and, except as set forth on Schedule 5.2, other material consents, approvals and exemptions required to be obtained by a Loan Party Borrower and, to each Borrower’s 's knowledge, each other party to the Related Agreements in connection with the Related Transactions will behave been, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did notAgreements, and the consummation of the Related Transactions 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 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, except as set forth on Schedule 5.2, any material agreement, indenture, instrument or other document, or any judgment, 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 's knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. No As of the Closing Date, 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 mademisleading. (b) The intercreditor subordination provisions of the Second Lien Intercreditor Agreement Subordinated Debt are enforceable by Agent and the Lenders against the holders of the Second Lien ObligationsSubordinated Debt by Agent and Lenders. The Liens securing the All Obligations are constitute senior Indebtedness entitled to the benefits of the subordination provisions contained in the Second Lien Intercreditor AgreementSubordinated Debt. 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 subordination provisions of the Second Lien Intercreditor Agreement Subordinated Debt and this Section 5.215.22.

Related Agreements. (a) Borrowers 5.25.1. The Issuers have heretofore furnished Agent the Purchasers a true and correct copy of the Related Agreements pursuant heretoAgreements. 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. 5.25.2. Each Borrower Issuer and, to such Borrower’s the Issuers’ knowledge, each other party to the Related Agreements, has duly taken took all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. 5.25.3. The Related Transactions will comply complied in all material respects 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 a Loan Party the Issuers and, to each Borrower’s the Issuers’ knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related 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 Transactions will have 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 Transactions. 5.25.4. The Neither the execution and delivery of the Related Agreements did notAgreements, and nor the consummation of the Related Transactions 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 or decree of any court or governmental body binding on any Borrower or any other 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 or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party Issuer is a party or by which any Borrower or any other 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. 5.25.5. No statement or representation made in the Related Agreements by any Borrower or any other 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 as of the time that such statement or representation is mademisleading. (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 the 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. (ai) Borrowers The Loan Parties have furnished Administrative Agent a true and correct copy copies of the Related Agreements pursuant hereto. Each Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has . (ii) The Loan Parties have duly taken all necessary organizational company action to authorize the execution, delivery delivery, and performance of the Related Agreements and the consummation of transactions contemplated 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 by the Related Agreements. . (iii) The Related Transactions Transaction 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 a the Loan Party Parties and, to each BorrowerLoan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transactions Transaction will be, prior to consummation of the Related TransactionsTransaction, 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 Transactions 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 Transactions. Transaction. (iv) The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions 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 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. No . (v) As of the Closing Date, 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 madein any material respect. (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 the 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) Borrowers have Each Borrower has furnished Administrative Agent a true and correct copy of the Related Agreements pursuant heretoAgreements. Each Borrower and, to such each Borrower’s 's knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. The Related Transactions 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 a Loan Party and, to each Borrower’s 's knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related 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 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 or other document, or any judgment, 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. 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 respects. (b) The intercreditor subordination provisions of the Second Lien Intercreditor Agreement with respect to all Subordinated Debt are enforceable by Agent and the Lenders against the holders of the Second Lien Obligationssuch Subordinated Debt by Administrative Agent. The Liens securing the Obligations are constitute senior Debt entitled to the benefits of the subordination agreement and subordination provisions contained in the Second Lien Intercreditor Agreementapplicable to all Subordinated Debt. Each Borrower acknowledges Borrowers acknowledge that Administrative Agent and each Lender Lenders are entering into this Agreement and are extending the Commitments and making the Loans in reliance upon the intercreditor subordination provisions of the Second Lien Intercreditor Agreement Subordinated Debt and this Section 5.21.

Related Agreements. (a) Borrowers have Administrative Borrower has furnished Agent a true and correct copy of each the Related Agreements pursuant heretoAgreements, along with all agreements, side letters and other documents executed by any Loan Party, Subsidiary or Affiliate thereof in connection therewith. Each Borrower of Loan Parties and their respective Subsidiaries and, to such BorrowerLoan Party’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. The Related 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 a Loan Party or a Subsidiary thereof and, to each BorrowerLoan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related 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 or decree of any court or governmental body Governmental Body binding on any Borrower or any other 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 or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party or Subsidiary is a party or by which any Borrower or any other 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. No statement or representation made in the Related Agreements by any Borrower or any other 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 respects and (b) The intercreditor provisions to each Loan Party’s knowledge, each of the Second Lien Intercreditor Agreement are enforceable by Agent representations and the Lenders against the holders of the Second Lien Obligations. The Liens securing the Obligations are entitled to the benefits of the provisions warranties contained in the Second Lien Intercreditor Agreement. Each Borrower acknowledges that Agent Related Agreements made by any Person other than a Loan Party is true and each Lender are entering into this Agreement and are extending the Commitments and making the Loans correct in reliance upon the intercreditor provisions of the Second Lien Intercreditor Agreement and this Section 5.21all material respects.

Related Agreements. (a) Borrowers have heretofore furnished the Administrative Agent a true and correct copy of the Related Agreements. The material transactions contemplated by the Related Agreements pursuant hereto. 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) Each Borrower Loan Party and, to such each Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the Related Transactions have been consummated . (or are being consummated substantially contemporaneously with the initial credit extension hereunderc) in accordance with the terms of the Related Agreements. The Related 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 required to be obtained by a the Loan Party Parties and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related 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 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 Transactions. The . (d) Neither the execution and delivery of the Related Agreements did notAgreements, and nor the consummation of the Related Transactions 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 or decree of any court or governmental body binding on any Borrower or any other 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 or other document, or any judgment, 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 knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. . (e) No statement or representation made in the Related Agreements by any Borrower or any other 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 as of the time that such statement or representation is mademisleading. (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 the 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) Borrowers have Administrative Borrower has furnished Agent a true and correct copy of each the Related Agreements pursuant heretoAgreements, along with all agreements, side letters and other documents executed by any Loan Party, Subsidiary or Affiliate thereof in connection therewith. Each Borrower of Loan Parties and their respective Subsidiaries and, to such BorrowerLoan Party’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. The Related 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 a Loan Party or a Subsidiary thereof and, to each BorrowerLoan Party’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related 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 or decree of any court or governmental body Governmental Body binding on any Borrower or any other 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 or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party or Subsidiary is a party or by which any Borrower or any other 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. No statement or representation made in the Related Agreements by any Borrower or any other 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, therein (taken as a whole) not materially misleading as of the time that such statement or representation is made. . As of the Closing Date, (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 respects and (b) The intercreditor provisions to each Loan Party’s knowledge, each of the Second Lien Intercreditor Agreement are enforceable by Agent representations and the Lenders against the holders of the Second Lien Obligations. The Liens securing the Obligations are entitled to the benefits of the provisions warranties contained in the Second Lien Intercreditor Agreement. Each Borrower acknowledges that Agent Related Agreements made by any Person other than a Loan Party is true and each Lender are entering into this Agreement and are extending the Commitments and making the Loans correct in reliance upon the intercreditor provisions of the Second Lien Intercreditor Agreement and this Section 5.21all material respects.

Related Agreements. (a) Borrowers have Borrower has furnished Agent a true and correct complete copy of the Related Agreements pursuant hereto. Each of Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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 AgreementsAgreements in all material respects except where Agent has consented otherwise. The Related 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 required to be obtained by a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related 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 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 Transactions. The execution and delivery of the Related Agreements did notAgreements, and the consummation of the Related Transactions 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 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 material breach of, or constitute a material default under, any material agreement, indenture, instrument or other document, or any judgment, 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. 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 lien subordination provisions of the Second Lien Intercreditor Subordination Agreement are enforceable by Agent and the Lenders against the holders of the Second Lien ObligationsDebt. The Liens securing the All Obligations are constitute first lien Indebtedness entitled to the benefits of the lien subordination provisions contained in the Second Lien Intercreditor Subordination 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 lien subordination provisions of applicable to the Second Lien Intercreditor Agreement Debt and this Section 5.215.22.

Related Agreements. (a) Borrowers have furnished Agent a true and correct copy of each of the Related Agreements pursuant heretoAgreements. Each Borrower and, to such each Borrower’s actual knowledge, each other party to the Related AgreementsAgreements (other than any Lender signatory thereto or any natural person), has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated 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. The Related Transactions 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 a Loan Party and, to each Borrower’s actual knowledge, each other party to the Related Agreements (other than any Lender signatory thereto) in connection with the Related Transactions will be, prior to consummation of the Related Transactions, 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 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 Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related 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 or decree of any court or governmental body binding on any Borrower or any other 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 or other document, or any judgment, 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 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. No As of the Closing Date, no statement or representation made in the Related Agreements by any Borrower or any other 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 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 the 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.