Common use of Related Documents Clause in Contracts

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such Person: (i) are within such Person’s respective corporate, limited liability company or partnership powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Person, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Person, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person party thereto, enforceable against such Person in accordance with its terms.

Related Documents. (a) The execution, delivery and performance by Borrower, Parent and each Restricted Subsidiary (collectively, the Company or any of its Subsidiaries “Group Members” and each individually a “Group Member”) of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonGroup Member: (i) are within such PersonGroup Member’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at on or prior to the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companysuch Group Member’s or any of its Subsidiaries’ respective Constituent Governing Documents, (B) violate any other Requirement of Law applicable to such PersonGroup Member, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such PersonGroup Member, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company such Group Member (or any of its Subsidiaries other Group Member) other than a Lien permitted under Section 8.2 (Liens, Etc.)7.2; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries Group Members and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each None of the Related Documents has been amended or at modified in any respect and no provision therein has been waived, except in each case to the Closing Date will have been duly executed and delivered extent permitted by Section 7.14. (c) The Obligations constitute “Senior Debt” as defined in the Company and each of its Subsidiaries party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person party thereto, enforceable against such Person in accordance with its termsSubordinated Notes Indenture.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby Transactions by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate in any material respect any other Requirement of Law applicable to such Personany Loan Party or any of its Subsidiaries, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date or, when executed, will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. The Transactions have been consummated or shall be consummated simultaneously with or immediately following the Closing Date, in accordance with the all applicable Requirements of Law and the Related Documents. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such PersonLoan Party’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companyany Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Person, except for those that, in any Loan Party or any of its Subsidiaries (other than a Contractual Obligation to be terminated effective upon the aggregate, would not have a Material Adverse Effect consummation of the Acquisition) or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Effective Date, each of which will be in full force and effect on the Closing Effective Date, none of which will on the Closing Effective Date impose materially adverse conditions upon the exercise of control by Holdings over the Company Borrower or by the Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse EffectSubsidiaries. (b) Each of the Related Documents has been or at the Closing Effective Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Effective Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such PersonLoan Party’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been Effective Date, were duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companyany Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Effective Date, each of which will be in full force and effect on the Closing Effective Date, none of which will on the Closing Effective Date impose materially adverse conditions upon the exercise of control by Holdings over the Company U.S. Borrower or by the U.S. Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be is the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except, in each case, to the extent permitted by Section 8.12 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Group Member of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonGroup Member: (i) are within such PersonGroup Member’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at on or prior to the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companysuch Group Member’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such PersonGroup Member, or any order or decree of any Governmental Authority or arbitrator, except for those to the extent that, in the aggregate, such violation would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such PersonGroup Member, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company such Group Member (or any of its Subsidiaries other Group Member) other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will Term Loan Agreement Collective Brands Finance, Inc. be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries Group Members and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each None of the Related Documents has been amended or at modified in any respect and no provision therein has been waived, except in each case to the Closing Date will have been duly executed and delivered extent permitted by Section 8.12 (Modification of Related Documents). (c) The Obligations constitute “Senior Debt” as defined in the Company and each of its Subsidiaries party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person party thereto, enforceable against such Person in accordance with its termsSubordinated Notes Indenture.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been Date, were duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Effective Date, each of which will be in full force and effect on the Closing Effective Date, none of which will on the Closing Effective Date impose materially adverse conditions upon the exercise of control by Holdings over the Company Borrower or by the Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be is the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except, in each case, to the extent permitted by Section 8.12 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder. (d) The Obligations constitute "Senior Indebtedness" as defined in the Indenture.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such PersonLoan Party’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companyany Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)8.2; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company either Borrower over any of its their Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12, and to the Borrowers’ knowledge each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date Date, will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by Holdings over the Company Borrower or by the Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder. (d) The Obligations constitute "Senior Indebtedness" as defined in the Indenture.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries it of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such Personit: (i) are within such Person’s its respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate in any material respect any other Requirement of Law applicable to such Personit, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict in any material respect with or result in the material breach of, or constitute a default under, or result in or permit the termination or acceleration of, any of its material Contractual Obligation of such Person, except for those that, in the aggregate, would not have a Material Adverse Effect Obligations or (D) result in the creation or imposition of any Lien upon any property of the Company or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)property; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) which will have been obtained at the Applicable Closing Date, each of which will be in full force and effect on the each Applicable Closing Date, Date and none of which will on the any Applicable Closing Date impose materially adverse conditions upon the exercise of control by Memec Group Holdings over Memec Limited, by Memec Limited over Overseas Holdco, by Overseas Holdco over Memec LLC or by the Company Applicable Memec Parent over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse EffectSubsidiaries. (b) Each of the Related Documents has been been, or at the Original Closing Date will have been been, duly executed and delivered by the Company and each of its Subsidiaries party Loan Party thereto and at the Original Closing Date will be the legal, valid and binding obligation of each such Person party Loan Party thereto, enforceable against such Person Loan Party in accordance with its termsterms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each JD Entity of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonJD Entity: (i) are within such PersonJD Entity’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date Date, will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companyany JD Entity’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany JD Entity, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any material Contractual Obligation of such Personany JD Entity or any of its Subsidiaries, except for those that, in the aggregateaggregate over all such conflicts, defaults, breaches, terminations or accelerations, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the property of the Company any JD Entity or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority Authority, or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Holdings over each JD Entity or by each JD Entity over any of its Subsidiaries and Subsidiaries, (B) in the aggregatehave not been obtained and relate to Delayed Closings, (C) if not obtained, would not have a Material Adverse EffectEffect (in the aggregate over all such consents, authorizations, approvals, notices and filings) and (D) are required to be made or obtained after the Closing Date. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries JD Entity party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person JD Entity party thereto, enforceable against such Person JD Entity in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.11 (Modification of Related Documents) or Section 8.12 (

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Effective Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, that in the aggregate, aggregate would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Dateobtained, each of which will be in full force and effect on the Closing Effective Date, none of which will on the Closing Effective Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries and or (B) that in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at as of the Closing Date will be is the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.11 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that with the giving of notice or lapse of time or both would be a default has occurred thereunder. (d) The Obligations and the Guaranty constitute "Senior Debt" as defined in the January 2003 Senior Note Indenture, the Senior Note Indenture and the Subordinated Note Indenture.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such Person:Loan Party: 108 CREDIT AGREEMENT SWIFT & COMPANY (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) in any material respect, violate any other Requirement of Law applicable to such Person, any Loan Party or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien as may be permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by Holdings over the Company or by the Company over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms, except that such enforceability may be limited by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and by applicable bankruptcy, insolvency, moratorium and similar laws affecting the enforcement of creditors' rights generally. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents), and, as of the Closing Date, each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, that in the aggregate, aggregate would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries and or (B) that in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at been, on the Closing Date will have been Date, duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at as of the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.11 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that with the giving of notice or lapse of time or both would be a default has occurred thereunder. (d) The Obligations and the Guaranty constitute "Senior Debt" as defined in the Senior Note Indenture and the Subordinated Note Indenture.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each JD Entity of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonJD Entity: (i) are within such PersonJD Entity’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will Effective Date, were or have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companyany JD Entity’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany JD Entity, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any material Contractual Obligation of such Personany JD Entity or any of its Subsidiaries, except for those that, in the aggregateaggregate over all such conflicts, defaults, breaches, terminations or accelerations, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the property of the Company any JD Entity or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority Authority, or any other Person, other than those that (A) will have been obtained at the Closing Effective Date, each of which will be in full force and effect on the Closing Effective Date, none of which will on the Closing Effective Date impose materially adverse conditions upon the exercise of control by the Company Holdings over each JD Entity or by each JD Entity over any of its Subsidiaries and Subsidiaries, (B) in the aggregate, if not obtained, would not have a Material Adverse EffectEffect (in the aggregate over all such consents, authorizations, approvals, notices and filings) and (D) are required to be made or obtained after the Effective Date. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries JD Entity party thereto and at the Closing Date will be is the legal, valid and binding obligation of each such Person JD Entity party thereto, enforceable against such Person JD Entity in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.11 (Modification of Related Documents) or Section 8.12 (

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such PersonLoan Party’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required;; CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. (iii) do not and will not (A) contravene or violate the Companyany Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Person, any Loan Party or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over the UK Guarantor or over any of its other Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents), and each of the representations and warranties therein were true and correct in all material respects as of the date made and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder. (d) The Obligations constitute “Senior Indebtedness” as defined in the Senior Sub Notes Indenture.

Related Documents. (a) The As of the Closing Date (with respect to each Closing Date Related Document), the closing date of any Acquisition (with respect to any Related Document (other than the Shansby Documents) relating to any Acquisition other than the Closing Date Acquisition) or the date of execution and delivery thereof with respect to any other Closing Date, the execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents (other than the Shansby Documents) to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other 90 CREDIT AGREEMENT PRESTIGE BRANDS, INC. Requirement of Law applicable to such Person, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse EffectLoan Party, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section SECTION 8.2 (LiensLIENS, EtcETC.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Parent over the Borrower or by the Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms, except as such enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (c) As of the Closing Date, none of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by SECTION 8.12 (MODIFICATION OF RELATED DOCUMENTS). (d) The Secured Obligations constitute "Senior Debt" and "Designated Senior Debt" under and as defined in the Subordinated Notes Indenture and qualify as such under any terms of similar application defined in any Subordinated Debt Document in respect of any Additional Subordinated Debt. No other Indebtedness qualifies as "Designated Senior Debt" pursuant to the Subordinated Notes Indenture or, if applicable, the Additional Subordinated Debt.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s or any of its Subsidiaries’ respective Constituent Loan Party's Organization Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, arbitrator except for those that, in to the aggregate, would extent such violation could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach or contravention of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would could not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries (other than a Lien permitted under Section 8.2 (Liens, Etc.Permitted Lien); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Funding Date, each of which will be in full force and effect on the Closing Funding Date, none of which will on the Closing Funding Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries Subsidiaries, (B) are required to perfect the security interests granted pursuant to the Senior Secured Credit Documents and (BC) in the aggregate, if not obtained, would could not reasonably be expected to have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Funding Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Funding Date will be the legal, valid and binding obligation of each such Person Loan Party that is party thereto, enforceable against such Person Loan Party in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.17 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (ai) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (iA) are within such PersonLoan Party’s respective corporate, limited liability company company, partnership or partnership other powers; (iiB) at the Closing Date will have been duly authorized by all necessary corporate or other actionaction on the part of such Loan Party, including the consent of stockholders where required; (iiiC) do not and will not (Ai) contravene or violate the Companyany Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (Bii) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (Ciii) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party, except for those that, in the aggregate, would not have a Material Adverse Effect or (Div) result in the creation or imposition of any Lien upon any property of the Company or any of its Subsidiaries Loan Party other than a Lien permitted under Section 8.2 (Liens, Etc.)Permitted Encumbrances; and (ivD) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Personperson on the part of such Loan Party, other than those that (A) will have been obtained at the Closing Date, each of which will be and are in full force and effect on effect, except where the Closing Date, none of which failure to obtain them will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (bii) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be are the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (iii) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by this Financing Agreement, and each of the representations and warranties of the Loan Parties therein are true and correct in all material respects and no default of the Loan Parties or event that, with the giving of notice or lapse of time or both, would be a default of the Loan Parties has occurred thereunder, except for such defaults that will not result in a Material Adverse Effect.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, that in the aggregate, aggregate would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) which will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, Date and none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries and (B) or those which in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by SECTION 8.11, and each of the representations and warranties therein are true and correct in all material respects and no default or event which with the giving of notice or lapse of time or both would be a default has occurred thereunder. (d) The Obligations constitute "Senior Indebtedness" as defined in the Senior Subordinated Note Indenture.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s or any of its Subsidiaries’ respective Constituent Loan Party's Organization Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, arbitrator except for those that, in to the aggregate, would extent such violation could not reasonably be expected to have a Material Adverse Effect, (C) conflict with or result in the breach or contravention of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would could not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Permitted Lien; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would could not reasonably be expected to have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly 84 executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party that is party thereto, enforceable against such Person Loan Party in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or by equitable principles relating to enforceability. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.17 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Person, any Loan Party or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any lawful Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregateaggregate over all such conflicts, defaults, breaches, terminations or accelerations, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will 72 be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse EffectEffect (in the aggregate over all such consents, authorizations, approvals, notices and filings). (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by SECTION 8.12 (MODIFICATION OF RELATED DOCUMENTS), and each of the representations and warranties therein are true and correct in all material respects and no material breach or default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Person, any Loan Party or any order or decree of any 72 Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents), and each of the representations and warranties therein is true and correct in all material respects or waived with the consent of the Administrative Agent and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries As of the Related Documents to which it is a party and Closing Date, the consummation of the transactions contemplated thereby by such Personthe Senior Notes Documents by each Loan Party: (i) are is within such PersonLoan Party’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have has been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do does not and will not (A) contravene or violate the Companyany Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Person, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse EffectLoan Party, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect Effect, or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do does not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Parent over the Borrower or by the Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Senior Notes Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms, except as such enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (c) As of the Closing Date, none of the Senior Notes Documents has been amended or modified in any respect and no provision therein has been waived.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Person, any Loan Party or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION imposition of any Lien upon any of the property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Dateobtained, each of which will be is in full force and effect on the Closing Date, Effective Date and none of which will will, on the Closing Date Effective Date, impose materially adverse conditions upon the exercise of control by the Company over any Borrower or any Borrower over any of its Subsidiaries and (B) or those that, in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be is the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) As of the Effective Date, none of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except, in each case, to the extent permitted by Section 8.13 (Modification of Related Documents) and, as of each of the date of the closing of the Acquisition and of the consummation of the EFTC Merger, (i) each of the representations and warranties therein were true and correct in all material respects (and, if made by the Seller in respect of the Acquisition Agreement, to the best of the knowledge of K*TEC and its Subsidiaries) and (ii) no default or event that, with the giving of notice or lapse of time or both, would be a default had occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Person, any Loan Party or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date (and, solely in respect of the EFTC Parent, EFTC Holdings, EFTC and the EFTC Subsidiaries, at the EFTC Joinder Date), each of which will be in full force and effect on the Closing Date (and on the EFTC Joinder Date, if this representation and warranty is made as to EFTC Holdings, the EFTC Parent, EFTC and its Subsidiaries on or after the EFTC Joinder Date) and none of which will on the Closing Date (and on the EFTC Joinder Date, if this representation and warranty is made EFTC Holdings, the EFTC Parent, EFTC and its Subsidiaries on or after the EFTC Joinder Date) impose materially adverse conditions upon the exercise of control by Holdings over the Company or the Company over any of its Subsidiaries and (B) or those that, in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date (and at the EFTC Joinder Date, if this representation and warranty is made as to EFTC Holdings, the EFTC Parent, EFTC and its Subsidiaries on or after the EFTC Joinder Date) will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date (and at of the EFTC Joinder Date, if this representation and warranty is made as to EFTC Holdings, the EFTC Parent, EFTC and its Subsidiaries on or after the EFTC Joinder Date) will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) As of the Closing Date (and as of the EFTC Joinder Date, if this representation and warranty is made as to EFTC Holdings, the EFTC Parent, EFTC and its Subsidiaries on or after the EFTC Joinder Date), none of the Related Documents relating to the Acquisition has been amended or modified in any respect and no provision therein has been waived, except, in each case, to the extent permitted by Section 8.13 (Modification of Related Documents), and, as of the date of closing of the Acquisition, (i) each of the representations and warranties therein were true and correct in all material respects (and, if made by the Seller in respect of the Acquisition Agreement, to the best of the knowledge of K*TEC and its Subsidiaries) and (ii) no default or event that, with the giving of notice or lapse of time or both, would be a default had occurred thereunder. (d) As of the Closing Date (and as of the EFTC Joinder Date, if this representation and warranty is made on or after the EFTC Joinder Date), none of the Related Documents relating to the EFTC Merger has been amended or modified in any respect and no provision therein has been waived, except, in each case, to the extent permitted by Section 8.13 (Modification of Related Documents), and, as of the date of closing of the EFTC Merger, (i) each of the representations and warranties therein were true and correct in all material respects and (ii) no default or event that, with the giving of notice or lapse of time or both, would be a default had occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby Transactions by such PersonLoan Party: (i) are within such PersonLoan Party’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companyany Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents) and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder. (d) The Obligations constitute “Senior Debt” and “Designated Senior Debt” as defined in the as defined in “Subordinated Note Indenture” Indenture.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such PersonLoan Party’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companyany Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Person, except for those that, in any Loan Party or any of its Subsidiaries (other than a Contractual Obligation to be terminated effective upon the aggregate, would not have a Material Adverse Effect consummation of the Acquisition) or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Original Effective Date, each of which will be in full force and effect on the Closing Original Effective Date, none of which will on the Closing Original Effective Date impose materially adverse conditions upon the exercise of control by Holdings over the Company Borrower or by the Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse EffectSubsidiaries. (b) Each of the Related Documents has been or at the Closing Original Effective Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Original Effective Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The executionEach of the Borrower and the Servicer hereby agrees that, delivery and performance to the extent not expressly prohibited by the Company or any of its Subsidiaries terms of the Related Documents to which Documents, after the occurrence and during the continuance of an Event of Default, it is a party and the consummation of the transactions contemplated thereby by such Person: shall (i) are within upon the written request of either Agent, promptly forward to such Person’s respective corporatePerson all material information and notices which it receives under or in connection with the Related Documents relating to the Collateral, limited liability company or partnership powers; (ii) at upon the Closing Date will have been duly authorized by all necessary corporate or other actionwritten request of the Administrative Agent, including promptly forward to the consent of stockholders where required; Administrative Agent any reasonably requested information relating to any specified Collateral Assets and (iii) do not upon the written request of either Agent, act and will not (A) contravene or violate the Company’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Person, or any order or decree refrain from acting in respect of any Governmental Authority request, act, decision or arbitrator, except for those that, vote under or in connection with the aggregate, would not have a Material Adverse Effect, (C) conflict Related Documents relating to the Collateral only in accordance with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Person, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property direction of the Company or any of Administrative Agent (in its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.reasonable discretion); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each The Borrower agrees that, to the extent the same shall be in the Borrower’s possession, it will hold all Related Documents relating to the Collateral in trust for the Collateral Agent on behalf of the Secured Parties, and upon request of either Agent following the occurrence and during the continuance of an Event of Default or as otherwise provided herein, promptly deliver the same to the Collateral Agent or its designee. In addition, in accordance with the Custodian Agreement, promptly (and in any event, within five (5) Business Days) following its acquisition of any Collateral Asset, the Borrower shall deliver to the Custodian, to the extent applicable, copies of the Related Documents Documents. (c) Notwithstanding anything to the contrary contained in this Agreement or the Custodian Agreement, prior to the Borrower (or the Servicer on its behalf) delivering to the Custodian any Related Documents, promissory note, or any other document or file, the Borrower hereby covenants and agrees that it shall execute amendments to this Agreement and the Custodian Agreement with U.S. Bank National Association and the Administrative Agent setting forth the terms pursuant to which the Custodian shall accept and custody such Related Documents, promissory notes, or such other documents or files. For the avoidance of doubt, neither the Custodian nor any of its Affiliates shall be required to accept or hold any such Related Documents, promissory notes, or such other documents or files until such forms of amendments to this Agreement and the Custodian Agreement reasonably satisfactory to the Borrower, the Administrative Agent and U.S. Bank National Association have been executed and arrangement has been or at made for the Closing Date will have been duly executed and delivered by the Company and each payment of its Subsidiaries party thereto and at the Closing Date will be the legal, valid and binding obligation of each fees in connection with such Person party thereto, enforceable against such Person in accordance with its termsamendment.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Group Member of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonGroup Member: (i) are within such PersonGroup Member’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at on or prior to the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companysuch Group Member’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such PersonGroup Member, or any order or decree of any Governmental Authority or arbitrator, except for those to the extent that, in the aggregate, such violation would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such PersonGroup Member, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company such Group Member (or any of its Subsidiaries other Group Member) other than a Lien permitted under Section 8.2 (Liens, Etc.); and and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company Borrower over any of its Subsidiaries Group Members and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each None of the Related Documents has been amended or at modified in any respect and no provision therein has been waived, except in each case to the Closing Date will have been duly executed and delivered extent permitted by Section 8.12 (Modification of Related Documents). (c) The Obligations constitute “Senior Debt” as defined in the Company and each of its Subsidiaries party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person party thereto, enforceable against such Person in accordance with its termsSubordinated Notes Indenture.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, that in the aggregate, would aggregate could not reasonably be expected to have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.)Subsidiaries; and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) which will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, Date and none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by the Company over any of its Subsidiaries and (B) or those which in the aggregate, if not obtained, would could not reasonably be expected to have a Material Adverse Effect. (b) Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect other than any amendments or modifications which, individually or in the aggregate, are of a minor or technical nature and which could not be prejudicial to the interests of any of the Lenders, and no provision therein has been waived, except in each case to the extent permitted by Section 8.11 (MODIFICATION OF RELATED DOCUMENTS), and each of the representations and warranties therein are true and correct in all material respects and no default or event which with the giving of notice or lapse of time or both would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such Person’s Loan Party's respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Company’s any Loan Party's or any of its Subsidiaries’ ' respective Constituent Documents, (B) in any material respect, violate any other Requirement of Law applicable to such Person, any Loan Party or any order or decree of any Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Personany Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien as may be permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been were obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Purchase Date impose materially adverse conditions upon the exercise of control by the Company over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse Effect. (b) Each of the Related Documents has been or duly executed at the Closing Purchase Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Effective Date will be the legal, valid AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms, except that such enforceability may be limited by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and by applicable bankruptcy, insolvency, moratorium and similar laws affecting the enforcement of creditors' rights generally. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents), and, as of the date of execution thereof, each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.

Related Documents. (a) The execution, delivery and performance by the Company or any of its Subsidiaries each Loan Party of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such PersonLoan Party: (i) are within such PersonLoan Party’s respective corporate, limited liability company company, partnership or partnership other powers; (ii) at the Closing Date will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required; (iii) do not and will not (A) contravene or violate the Companyany Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Personany Loan Party, or any order or decree of any AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. Governmental Authority or arbitrator, except for those that, in the aggregate, would not have a Material Adverse Effect, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any Contractual Obligation of such Person, except for those that, in any Loan Party or any of its Subsidiaries (other than a Contractual Obligation to be terminated effective upon the aggregate, would not have a Material Adverse Effect consummation of the Acquisition) or (D) result in the creation or imposition of any Lien upon any property of the Company any Loan Party or any of its Subsidiaries other than a Lien permitted under Section 8.2 (Liens, Etc.); and (iv) do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than those that (A) will have been obtained at the Closing Effective Date, each of which will be in full force and effect on the Closing Effective Date, none of which will on the Closing Effective Date impose materially adverse conditions upon the exercise of control by Holdings over the Company Borrower or by the Borrower over any of its Subsidiaries and (B) in the aggregate, if not obtained, would not have a Material Adverse EffectSubsidiaries. (b) Each of the Related Documents has been or at the Closing Effective Date will have been duly executed and delivered by the Company and each of its Subsidiaries Loan Party party thereto and at the Closing Effective Date will be the legal, valid and binding obligation of each such Person Loan Party party thereto, enforceable against such Person Loan Party in accordance with its terms. (c) None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.12 (Modification of Related Documents), and each of the representations and warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both, would be a default has occurred thereunder.