Common use of Acquisition Documents Clause in Contracts

Acquisition Documents. (a) The Borrowers have delivered to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

Acquisition Documents. As of the Closing Date: (a) The Borrowers have delivered Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to Agent authorize the execution, delivery and performance of each Acquisition Document to which it is a complete party. (b) Borrower has complied with all applicable federal, state, provincial and correct copy local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition Documentsin connection with the execution, including all schedules delivery and exhibits thereto. performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of each the Acquisition Documents, and the consummation of the Acquisition Documents has been duly authorized transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by all necessary action on the part of each applicable Loan Party which it or Subsidiary thereof. Each Acquisition Document is the legalits properties are bound, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its termsexcept, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as where such contravention could not reasonably be expected to result in have a Material Adverse Change Effect. (xe) no Loan Party Borrower has not granted a collateral assignment of, or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in the certificates delivered favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in connection therewith any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in no unwaived defaults existing under the Acquisition Documents contain any untrue statement of by Borrower that is a material fact or omit any fact necessary party thereto, or, to make the statements therein not misleading. (b) As best of the Closing Dateknowledge of Borrower, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is other party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liensthereto.

Acquisition Documents. (a) The Borrowers have delivered to Agent a complete and correct copy Borrower shall fully perform all of the material its obligations under all Acquisition Documents, including and shall enforce all schedules of its rights and exhibits theretoremedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. The executionWithout limiting the generality of the foregoing, delivery Borrower shall take all action necessary or appropriate to permit, and performance shall not take any action which would have any adverse effect upon, the full enforcement of each all indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents has been duly authorized by for an amount in excess of $1,000,000, and shall diligently pursue such right and promptly report to Administrative Agent on all necessary action on the part of each applicable Loan Party or Subsidiary thereoffurther developments with respect thereto. Each Acquisition Document is the legalBorrower shall remit directly to Administrative Agent, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject for application to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except Loan Obligations in such order as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing DateAdministrative Agent determines, all necessary approvals amounts received by Governmental Authorities having jurisdiction over any Loan Party Borrower as indemnification or Subsidiary thereof who is party otherwise pursuant to the Acquisition andDocuments. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if there is an Existing Default, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the foregoing, Borrower shall at all times remain liable to each Borrower’s knowledgeobserve and perform all of its duties and obligations under all the Acquisition Documents, the Seller, and Administrative Agent's exercise of any of its rights with respect to the consummation Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the AcquisitionAcquisition Documents or to make any payment thereunder, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for to make any approval the failure to obtain could not reasonably be expected to be materially adverse inquiry as to the interests sufficiency of any payment or property received by it thereunder or the Lenders. As sufficiency of the Closing Dateperformance by any party thereunder, after giving effect or to the transactions contemplated by the Acquisition Documentspresent or file any claim, each applicable Loan Party will have good title or to the assets acquired pursuant take any action to the Acquisition Agreementcollect or enforce any performance or payment of any amounts, free and clear or any delivery of all Liens other than Permitted Liensany property.

Acquisition Documents. (a) The Borrowers have delivered to Agent a complete and correct copy Borrower shall fully perform in all material respects all of the material its obligations under all Acquisition Documents, including and shall enforce all schedules of its rights and exhibits remedies thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have a Material Adverse Effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall not, without Administrative Agent's prior written consent, modify, amend, supplement, compromise, satisfy, release or discharge any material provision of the Acquisition Documents, any material collateral securing the same, any Person liable directly or indirectly with respect thereto, or any material agreement relating to the Acquisition Documents or the collateral therefor. The executionBorrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, delivery and performance of each any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default extent such claims in the performance or compliance aggregate exceed $100,000.00, and shall diligently pursue such right and report to Administrative Agent on all further developments with any provisions thereofrespect thereto. If an Event of Default then exists, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) Borrower shall remit directly to Administrative Agent, for application to the Borrowers’ knowledge none of the Seller’s representations or warranties Loan Obligations in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Datesuch order as Administrative Agent determines, all necessary approvals amounts received by Governmental Authorities having jurisdiction over any Loan Party Borrower as indemnification or Subsidiary thereof who is party otherwise pursuant to the Acquisition andDocuments. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if an Event of Default then exists, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines. Notwithstanding the foregoing, Borrower shall at all times remain liable to each Borrower’s knowledgeobserve and perform all of its duties and obligations under all the Acquisition Documents, the Seller, and Administrative Agent's exercise of any of its rights with respect to the consummation Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the AcquisitionAcquisition Documents or to make any payment thereunder, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for to make any approval the failure to obtain could not reasonably be expected to be materially adverse inquiry as to the interests sufficiency of any payment or property received by it thereunder or the Lenders. As sufficiency of the Closing Dateperformance by any party thereunder, after giving effect or to the transactions contemplated by the Acquisition Documentspresent or file any claim, each applicable Loan Party will have good title or to the assets acquired pursuant take any action to the Acquisition Agreementcollect or enforce any performance or payment of any amounts, free and clear or any delivery of all Liens other than Permitted Liensany property.

Acquisition Documents. (a) The Borrowers Loan Parties have delivered to furnished (or, if the Acquisition Closing Dates have not yet occurred, shall furnish) the Administrative Agent a complete true and correct copy of each of the material CoCaLo Acquisition Documents on or prior to the CoCaLo Closing Date and each of the LaJobi Acquisition Documents on or prior to the LaJobi Closing Date. (b) Each Loan Party and, to each such Loan Party’s knowledge, each other party to the Acquisition Documents, including has, prior to the applicable Acquisition Closing Date, duly taken all schedules and exhibits thereto. The necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the applicable Acquisition Documents and the consummation of transactions contemplated thereby. (c) All conditions to I & J’s obligations to close the Target Acquisitions as set forth in the respective Acquisition Documents shall have been satisfied in all material respects, or waived with the consent of the Administrative Agent, on or prior to the Acquisition Closing Date. Without limiting the foregoing sentence, the Acquisition Documents comply in all material respects with all applicable legal requirements, and all necessary and material governmental, regulatory, creditor, shareholder, partner and other consents, approvals and exemptions required to be obtained by the Loan Parties and, to each Loan Party’s knowledge, each other party to the Acquisition Documents in connection with the Target Acquisitions will be, prior to consummation of the Target Acquisitions, duly obtained and will be in full force and effect. As of the applicable Acquisition Closing Date for each of the Target Acquisitions, all applicable waiting periods with respect to such Target Acquisition will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such Target Acquisition. (d) The execution and delivery of the Acquisition Documents has been duly authorized did not, and the consummation of the Target Acquisitions and the performance by all necessary action the Loan Parties of their obligations under the Acquisition Documents will not, violate in any material manner any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on the part of each applicable any Loan Party or, to each such Loan Party’s knowledge, any other party to the Acquisition Documents, or Subsidiary thereof. Each Acquisition Document is the legalresult in a breach of, valid and binding obligation of each applicable or constitute a default under, any material agreement, indenture, instrument or other document, or any material judgment, order or decree, to which any Loan Party is a party or Subsidiary thereofby which any Loan Party is bound or, enforceable against to each such Loan Party Party’s knowledge, to which any other party to the Acquisition Documents is a party or Subsidiaryby which any such party is bound. (e) Each of the representations and warranties made by the Loan Parties and, as applicableto each such Loan Party’s knowledge, any other Person, in accordance with its termsthe Acquisition Documents is, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none as of the Seller’s representations or warranties in the applicable Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (ai) The Borrowers have As of the Effective Date, the Borrower has delivered to Agent a the Agents complete and correct copy copies of the material Annaco Acquisition Documents, Documents (including all schedules schedules, exhibits, amendments, supplements, modifications, and exhibits theretoassignments). The execution, delivery and performance of each of No Loan Party that is a party to the Annaco Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the . The Annaco Acquisition Documents and in the certificates delivered in connection therewith are true and correct comply in all material respects with, and the Annaco Acquisition has been, as of the Effective Date, consummated in accordance with, in all material respects, all applicable laws (z) to including HSR). The Annaco Acquisition Documents are in full force and effect as of the BorrowersEffective Date and have not been terminated, rescinded or withdrawn as of such date. The execution, delivery and performance of the Annaco Acquisition Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in full force and effect. To the best of the Loan Parties’ knowledge knowledge, none of the Seller’s representations or warranties of any other Person in any of the Annaco Acquisition Documents contain contains any untrue statement of a material fact or omit omits any fact necessary to make the statements therein not misleading. (bii) As of the Closing Term Loan B Funding Date, the Borrower has delivered to the Agents complete and correct copies of the material Totalcat Acquisition Documents (including all schedules, exhibits, amendments, supplements, modifications, and assignments). No Loan Party that is a party to the Totalcat Acquisition Documents is in default in the performance or compliance with any provisions thereof. The Totalcat Acquisition Documents comply in all material respects with, and the Totalcat Acquisition has been been, as of the Term Loan B Funding Date, consummated in accordance with, in all material respects, all applicable laws (including HSR). The Totalcat Acquisition Documents are in accordance with all Applicable Laws. As full force and effect as of the Closing DateTerm Loan B Funding Date and have not been terminated, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party rescinded or Subsidiary thereof who is party to the Acquisition andwithdrawn as of such date. The execution, to each Borrower’s knowledge, the Seller, with respect to the consummation delivery and performance of the AcquisitionTotalcat Acquisition Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained (including filings or approvals required under and that are still in full force and effect. To the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests best of the Lenders. As Loan Parties’ knowledge, none of the Closing Date, after giving effect representations or warranties of any other Person in any of the Totalcat Acquisition Documents contains any untrue statement of a material fact or omits any fact necessary to make the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liensstatements therein not misleading.

Acquisition Documents. (ai) The Borrowers Administrative Agent shall have delivered received all documentation (including amendments, modifications, and waivers thereof) relating to Agent a complete the Acquisition (and correct copy all closing conditions therein shall be satisfied to the satisfaction of the material Acquisition Documents, including all schedules Administrative Agent and exhibits thereto. The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, shall be consummated in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium the terms of such provided documentation on or other similar laws relating to or affecting generally before the enforcement of creditors’ rights and Closing Date). (ii) The Administrative Agent shall be satisfied that the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in maximum amount paid for the Acquisition Documents (including the fees and in the certificates delivered expenses paid in connection therewith are true and correct in all material respects and (zwith such Acquisition) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein does not misleadingexceed $95,000,000. (biii) As of the Closing Date, the Acquisition has been consummated in The Administrative Agent shall have received evidence satisfactory thereto that all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained governmental (including filings or approvals required under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended), ▇h▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act)▇▇d third party consents and approvals necessary or desirable in connection with the Acquisition shall have been obtained and remain in effect. (iv) The Administrative Agent shall have received copies (i) of each employment agreement between the Borrower and its respective key employees and (ii) each non-competition agreement entered into by any seller or any member of management of the Borrower in favor of the Borrower, except for any approval each of the failure to obtain could not reasonably be expected to be materially adverse foregoing in form and substance satisfactory to the interests Administrative Agent. (v) The Administrative Agent shall have received copies of all such other Acquisition documents and information as it may reasonably request, including, without limitation, copies of (A) the Estimated Closing Net Assets as such term is defined in Section 2.4(b) of the Lenders. As Asset Purchase Agreement, (B) the Closing Statement of Assets and Liabilities as such term is defined in Section 2.5(a) of the Closing DateAsset Purchase Agreement, after giving effect to (C) copies of any Notice of Disagreement as such term is defined in the transactions contemplated by Asset Purchase Agreement and (D) copies of the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired final Tax Allocation pursuant to the Acquisition terms of Section 2.7 of the Asset Purchase Agreement, free . (vi) The Administrative Agent shall have received satisfactory evidence that all Debt of the Borrower and clear of all Liens its Restricted Subsidiaries other than Permitted LiensDebt permitted by Section 11.1, including any Debt incurred in connection with the Acquisition, has been repaid in full and any Liens or other security interests related thereto have been terminated.

Acquisition Documents. The Lenders have received true and complete copies of (a) The Borrowers have delivered to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits theretodelivered in connection therewith), each Acquisition Document and all amendments to any such documents and other side letters or agreements affecting the terms thereof. The execution, delivery and performance of each None of the Acquisition Documents has been duly authorized by all necessary action amended or supplemented, nor have any of the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All of the transactions contemplated to occur under the Acquisition Documents on or before the part of each applicable Loan Party or Subsidiary thereof. Each Closing Date (the “Acquisition Document is Closing Transactions”) have been consummated pursuant to the legal, valid and binding obligation of each applicable Loan Party or Subsidiary terms thereof, enforceable against such Loan Party or Subsidiaryno party to any of the Acquisition Documents has waived the fulfillment of any material condition precedent set forth therein, as applicablewithout Agent’s written consent, and no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing Transaction shall have been consummated in all material respects in accordance with its termsall applicable laws. At the time of consummation of the Acquisition Closing Transaction, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in each caseall such cases, except (i) as may be limited any action being taken by applicable bankruptcyany competent authority which restrains, insolvencyprevents, reorganizationor imposes material adverse conditions upon the Transaction. Additionally, moratorium there does not exist any judgment, order or other similar laws relating injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Credit Parties pursuant to or affecting generally the enforcement of creditors’ rights and (ii) the availability in furtherance of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be broughtAcquisition Closing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with knowledge of any provisions thereofCredit Party, (y) all each of the representations and warranties made by any Loan Party or Subsidiary thereof contained in the Acquisition Documents and in the certificates delivered in connection therewith are made by Persons other than any Credit Party is true and correct in all material respects and (z) to the Borrowers’ knowledge none without duplication of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Lawsmateriality qualifiers contained therein). As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.51 5.39

Acquisition Documents. (ai) The Borrowers Administrative Agent shall have delivered received all documentation (including amendments, modifications, and waivers thereof) relating to Agent a complete the Acquisition (and correct copy all closing conditions therein shall be satisfied to the satisfaction of the material Acquisition Documents, including all schedules Administrative Agent and exhibits thereto. The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, shall be consummated in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium the terms of such provided documentation on or other similar laws relating to or affecting generally before the enforcement of creditors’ rights and Closing Date). (ii) The Administrative Agent shall be satisfied that the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in maximum amount paid for the Acquisition Documents (including the fees and in the certificates delivered expenses paid in connection therewith are true and correct in all material respects and (zwith such Acquisition) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein does not misleadingexceed $95,000,000. (biii) As of the Closing Date, the Acquisition has been consummated in The Administrative Agent shall have received evidence satisfactory thereto that all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained governmental (including filings or approvals required under the Hart Scott Rodino Antitrust Improvements Act of 1976, as ame▇▇▇▇-), ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act)r and third party consents and approvals necessary or desirable in connection with the Acquisition shall have been obtained and remain in effect. (iv) The Administrative Agent shall have received copies (i) of each employment agreement between the Borrower and its respective key employees and (ii) each non-competition agreement entered into by any seller or any member of management of the Borrower in favor of the Borrower, except for any approval each of the failure to obtain could not reasonably be expected to be materially adverse foregoing in form and substance satisfactory to the interests Administrative Agent. (v) The Administrative Agent shall have received copies of all such other Acquisition documents and information as it may reasonably request, including, without limitation, copies of (A) the Estimated Closing Net Assets as such term is defined in Section 2.4(b) of the Lenders. As Asset Purchase Agreement, (B) the Closing Statement of Assets and Liabilities as such term is defined in Section 2.5(a) of the Closing DateAsset Purchase Agreement, after giving effect to (C) copies of any Notice of Disagreement as such term is defined in the transactions contemplated by Asset Purchase Agreement and (D) copies of the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired final Tax Allocation pursuant to the Acquisition terms of Section 2.7 of the Asset Purchase Agreement, free . (vi) The Administrative Agent shall have received satisfactory evidence that all Debt of the Borrower and clear of all Liens its Restricted Subsidiaries other than Permitted LiensDebt permitted by Section 11.1, including any Debt incurred in connection with the Acquisition, has been repaid in full and any Liens or other security interests related thereto have been terminated.

Acquisition Documents. The Lenders have received true and complete copies of (a) The Borrowers have delivered to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits theretodelivered in connection therewith), each Fidelity Acquisition Document and all amendments to any such documents and other side letters or agreements affecting the terms thereof. The execution, delivery and performance of each None of the Fidelity Acquisition Documents has been duly authorized by all necessary action amended or supplemented, nor have any of the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All of the transactions contemplated to occur under the Fidelity Acquisition Documents on or before the part of each applicable Loan Party or Subsidiary thereof. Each Closing Date (the “Acquisition Document is Closing Transactions”) have been consummated pursuant to the legal, valid and binding obligation of each applicable Loan Party or Subsidiary terms thereof, enforceable against such Loan Party or Subsidiaryno party to any of the Fidelity Acquisition Documents has waived the fulfillment of any material condition precedent set forth therein and no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, as applicable, the Acquisition Closing Transactions shall have been consummated in all material respects in accordance with its termsall applicable laws. At the time of consummation of the Acquisition Closing Transactions, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to make or consummate the Acquisition Closing Transactions will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in each caseall such cases, except (i) as may be limited any action being taken by applicable bankruptcyany competent authority which restrains, insolvencyprevents, reorganizationor imposes material adverse conditions upon the Transaction. Additionally, moratorium there does not exist any judgment, order or other similar laws relating injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Credit Parties pursuant to or affecting generally the enforcement of creditors’ rights and (ii) the availability in furtherance of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be broughtAcquisition Closing Transactions have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with knowledge of any provisions thereofCredit Party, (y) all each of the representations and warranties contained in the Fidelity Acquisition Documents made by Persons other than any Loan Credit Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are is true and correct in all material respects and (z) to the Borrowers’ knowledge none without duplication of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleadingmateriality qualifiers contained therein). (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (a) The As of the Closing Date, Borrowers have delivered to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the Acquisition Documents and there has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legalno waiver, valid and binding obligation of each applicable Loan Party or Subsidiary thereofsupplement, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium amendment or other similar laws relating to or affecting generally the enforcement modification of creditors’ rights and any material provision of any of such Acquisition Documents (ii) the availability including, without limitation any of the remedy of specific performance or injunctive or other equitable relief is subject disclosure schedules to the discretion Acquisition Agreement) from the form of the court before which any proceeding therefor may be broughtAcquisition Documents delivered to Agent on February 9, 2006 unless consented to by GE Agent in writing. As of the Closing Date, except as could not reasonably be expected no Credit Party and to result the best of our knowledge no other Person party thereto is in a Material Adverse Change (x) default in any material respect in the performance or compliance with any provisions of the Acquisition Documents. After the Closing Date, no Loan Credit Party or Subsidiary thereof and to the best of our knowledge no other Person party thereto is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in of the Acquisition Documents which could reasonably be expected to result in a Material Adverse Effect. The Acquisition Documents comply with, and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make has been consummated in accordance with, the statements therein not misleading. (b) Acquisition Agreement and all applicable laws. As of the Closing Date, the Acquisition Agreement is in full force and effect and has not been consummated in all material respectsterminated, in accordance with all Applicable Lawsrescinded or withdrawn. As of After the Closing Date, all necessary the Acquisition Agreement has not been rescinded or withdrawn and, except in accordance with the terms thereof, has not terminated. All requisite approvals by Governmental Authorities having jurisdiction over Seller, any Loan Credit Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Sellerand other Persons referenced therein, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition DocumentsAgreement, have been obtained, in each applicable Loan Party will case except for such approvals the failure of which to obtain is not reasonably likely to have good title a Material Adverse Effect or a material adverse effect on any of the Related Transaction, and no such Governmental approvals with respect to the assets acquired pursuant transactions contemplated by the Acquisition Agreement impose any material conditions to the consummation of the transactions contemplated by the Acquisition Agreement, free and clear Agreement or to the conduct by any Credit Party of all Liens other than Permitted Liensits business thereafter.

Acquisition Documents. The Lenders have received true and complete copies of (a) The Borrowers have delivered to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits theretodelivered in connection therewith), each Acquisition Document and all amendments to any such documents and other side letters or agreements affecting the terms thereof. The execution, delivery and performance of each None of the Acquisition Documents has been duly authorized by all necessary action amended or supplemented, nor have any of the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All of the transactions contemplated to occur under the Acquisition Documents on or before the part of each applicable Loan Party or Subsidiary thereof. Each Closing Date (the “Acquisition Document is Closing Transactions”) have been consummated pursuant to the legal, valid and binding obligation of each applicable Loan Party or Subsidiary terms thereof, enforceable against such Loan Party or Subsidiaryno party to any of the Acquisition Documents has waived the fulfillment of any material condition precedent set forth therein, as applicablewithout Agent’s written consent, and no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing Transaction shall have been consummated in all material respects in accordance with its termsall applicable laws. At the time of consummation of the Acquisition Closing Transaction, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in each caseall such cases, except (i) as may be limited any action being taken by applicable bankruptcyany competent authority which restrains, insolvencyprevents, reorganizationor imposes material adverse conditions upon the Transaction. Additionally, moratorium there does not exist any judgment, order or other similar laws relating injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Credit Parties pursuant to or affecting generally the enforcement of creditors’ rights and (ii) the availability in furtherance of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be broughtAcquisition Closing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with knowledge of any provisions thereofCredit Party, (y) all each of the representations and warranties made by any Loan Party or Subsidiary thereof contained in the Acquisition Documents and in the certificates delivered in connection therewith are made by Persons other than any Credit Party is true and correct in all material respects and (z) to the Borrowers’ knowledge none without duplication of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleadingmateriality qualifiers contained therein). (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (a) The Borrowers have delivered Borrower shall fully perform all of its obligations under all Acquisition Documents to Agent which it is a complete party, and correct copy shall promptly enforce all of its rights and remedies thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit and shall not take any action which would have any material adverse effect upon, the full enforcement of all indemnification rights of Borrower against Seller under all Acquisition Documents. Borrower shall not, without Agent's prior written consent (which consent shall not be unreasonably withheld or delayed), modify, amend, supplement, compromise, satisfy, release or discharge any of the Acquisition Documents, including any collateral securing the same, any Person liable directly or indirectly with respect thereto, or any agreement relating to the Acquisition Documents or the collateral therefor. Borrower shall notify Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents, which when aggregated with any other claims thereunder exceeds $250,000, and shall diligently pursue such right and report to Agent on all schedules and exhibits further developments with respect thereto. The executionIf Borrower fails after Agent's demand to pursue diligently any right under any of the Acquisition Documents, delivery or if there is an Unwaived Event of Default, then Agent may directly enforce such right in its own or Borrower's name and performance may enter into such settlements or other agreements with respect thereto as Agent determines. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of each its duties and obligations under all of the Acquisition Documents, and Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents has been duly authorized or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by all necessary it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action on the part of each applicable Loan Party to collect or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific enforce any performance or injunctive payment of any amounts, or other equitable relief is subject to the discretion any delivery of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleadingproperty. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

Acquisition Documents. Each Borrower acknowledges and agrees that, pursuant to the Security Agreements, the Borrowers and their Subsidiaries have assigned, conveyed and granted a security interest to the Agent on behalf of the Banks in, among other things, all of the Borrowers' and their respective Subsidiaries' right, title and interest in and to all payment and indemnification obligations of the Sellers under the Acquisition Documents (referred to herein as the "Rights"). Without limiting anything set forth in the Security Agreements or the other Loan Documents, each Borrower agrees and covenants as follows: (a) The Borrowers have delivered to Agent a complete and correct copy In connection with any Acquisition for which the total purchase price of the material Acquisition DocumentsAssets equals or exceeds $5,000,000, including all schedules no Borrower, and exhibits thereto. The executionno Subsidiary of any Borrower, delivery and performance shall effect or cause any amendment or modification of each any of the Acquisition Documents has been duly authorized in any material respect without the prior written consent of the Majority Banks; (b) The Borrowers shall promptly (and in any event within three (3) Business Days) notify the Agent (according to the notification provisions set forth herein) of the exercise by any Borrower or any Subsidiary of any rights or remedies relating to any of the Rights; (c) Each Borrower hereby constitutes and appoints the Agent and the Agent's successors and assigns as the Assignor's true and lawful attorney (and agent-in-fact), with full power of substitution, in such Borrower's name and stead, but on behalf and for the benefit of the Agent and its successors and assigns, to, after the occurrence and during the continuance of an Event of Default, demand, receive, exercise and enforce all necessary action on of the Rights conveyed to the Agent and to give receipts and releases for and in respect of the same, and any part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against and from time to time to institute and prosecute in such Loan Party Borrower's name, or Subsidiaryotherwise, as applicablefor the benefit of the Agent and its successors and assigns, all proceedings at law, in accordance with equity or otherwise, which the Agent or its terms, in each case, except successors or assigns may reasonably deem proper (i) for the collection or reduction to possession of any of the Rights and to do all acts and things in relation to the collection or reduction to possession of the Rights conveyed to the Agent as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium the Agent or other similar laws relating to its successors or affecting generally the enforcement of creditors’ rights assigns shall reasonably deem desirable and (ii) for the availability obtaining of any benefit and coverage of and under any and all of the remedy of specific performance Rights as the Agent or injunctive its successors or assigns shall reasonably deem desirable, each Borrower hereby declaring that the foregoing powers are coupled with an interest and are and shall be irrevocable by such Borrower or by its dissolution or in any other equitable relief is subject to manner or for any reason whatsoever. Each Borrower hereby irrevocably authorizes and empowers the Agent, in the sole discretion of the court before which Agent, to, after the occurrence and during the continuance of an Event of Default, (1) exercise and enforce any proceeding therefor may be brought. As and all of the Closing DateRights and (2) receive and collect any payments, except as could not reasonably be expected damages, awards and other moneys resulting from the exercise of the foregoing rights and to result in a Material Adverse Change apply the same on account of any of the Obligations; (xd) no Loan Party or Subsidiary thereof is in default in the performance or compliance In connection with any provisions thereofAcquisition for which the total purchase price of the Acquisition Assets equals or exceeds $5,000,000, (y) the Borrowers shall keep the Agent informed of all representations and warranties made by material circumstances bearing upon or involving any Loan Party or Subsidiary thereof in of the Acquisition Documents and in related thereto or the certificates delivered in connection therewith are true and correct in all material respects and transactions contemplated thereby; (ze) to the Borrowers’ knowledge none None of the Seller’s representations Borrowers or warranties any of their respective Subsidiaries will assign, pledge or otherwise encumber any of its right, title or interest under, in or to any of the Acquisition Documents contain to anyone other than the Agent and its respective successors or assigns; (f) None of the Borrowers or any untrue statement of a material fact their respective Subsidiaries will take or omit to take any fact necessary to make action, the statements therein not misleading.taking or omission of which might result in the termination or suspension of any of the Rights; and (bg) As After the occurrence of an Event of Default, each Borrower and each of its Subsidiaries will act at the direction of the Closing DateAgent in taking any action or omitting to take any action, including without limitation, the Acquisition has been consummated in delivery of demands and releases and the exercise and enforcement of any and all material respects, in accordance with all Applicable Laws. As of the Closing DateRights, all necessary approvals permitted to be taken by Governmental Authorities having jurisdiction over such Borrower under any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the other Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (a) The Borrowers and Guarantors have delivered delivered, or caused to Agent a be delivered, to Agent, true, correct and complete and correct copy copies of the material Acquisition Documents. (b) The Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, including all schedules and exhibits thereto. there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. (c) None of the Acquisition Documents have been amended or otherwise modified without the prior written consent of Agent. (d) The execution, delivery and performance of each of the Acquisition Documents has have been duly authorized by all necessary action on the part of Parent and each applicable Loan Party or Subsidiary thereofof its Subsidiaries that is a party thereto and to the best of the knowledge of Borrowers and Guarantors, each other party thereto. Each of the Acquisition Document Documents is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereofthe parties thereto, enforceable against such Loan Party or Subsidiary, as applicable, party in accordance with its terms, in each case, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or other similar laws relating to affecting creditors' rights generally. All actions taken by Parent and its Subsidiaries pursuant or affecting generally in connection with the enforcement of creditors’ rights and (ii) the availability purchase of the remedy TUG Acquisition Assets and the Capital Stock of specific performance or injunctive or other equitable relief is subject to TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong have been taken in compliance with the discretion terms of the court before which Acquisition Documents. (e) No party to any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof Acquisition Documents is in default with respect to any of its obligations under such Acquisition Documents in the performance or compliance with any provisions thereof, (y) material respect and all representations and warranties made by any Loan Party or Subsidiary thereof the parties thereto in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct as of the date hereof, except as waived in all material respects writing with the approval of Agent. The reports, financial statements, certificates and (z) other written information with respect to the Borrowers’ knowledge none purchase of the Seller’s representations or warranties TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong in connection with the Acquisition Documents Documents, furnished to Agent by Borrowers, taken as a whole (as modified or supplemented by other written information so furnished), do not contain any untrue statement material misstatement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which it was made, not misleading. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (a) The Borrowers have delivered (i) No party to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each any Acquisition Document is the legalin default on any of its material obligations under such Acquisition Document, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Credit Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) as of the date hereof and, to the Borrowers’ best knowledge none of the Seller’s each Credit Party, all material representations or and warranties made in the Acquisition Documents contain any untrue statement of a material fact by or omit any fact necessary to make the statements therein not misleading. (b) As on behalf of the Closing DateSeller or any other party thereto other than a Credit Party, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition has been consummated Transaction furnished to the Administrative Agent by any Credit Party or on behalf of any Credit Party, was, at the time the same was so furnished, complete and correct in all material respects, in accordance with all Applicable Laws. As or has been subsequently supplemented by other written information, to the extent necessary to give the Lender Group true and accurate knowledge of the Closing Datesubject matter thereof, all necessary approvals (iv) no representation, warranty or statement made by Governmental Authorities having jurisdiction over any Loan Credit Party or Subsidiary thereof who is party or, to the best knowledge of each Credit Party, the Seller or any other party thereto other than a Credit Party, at the time made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Ascendia Brands and Lander Intangibles are acquiring the Acquired Assets, and, to each Borrower’s knowledge, on the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Datedate hereof, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition AgreementAcquired Assets, free and clear of all Liens other than Permitted Liens. (i) The Credit Parties have delivered to the Administrative Agent complete and correct copies of all of the Acquisition Documents, including all schedules and exhibits thereto, (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of the Administrative Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents have been duly authorized by all necessary action on the part of each Credit Party who is a party thereto and, to the best knowledge of each Credit Party, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities and any other Persons required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Credit Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and the applicable law, (ix) the Credit Parties did not incur or assume any liabilities or obligations pursuant to or in connection with the Acquisition Transaction other than those liabilities and obligations set forth in the Acquisition Agreement, and (x) each Acquisition Document is the legal, valid and binding obligation of each Credit Party who is a party thereto and, to the best knowledge of each Credit Party, the other parties thereto, enforceable against such Persons in accordance with its terms.

Acquisition Documents. (a) The Borrowers have delivered Borrower has the corporate power and authority, and the legal right, to Agent make, deliver and perform the Acquisition Documents to which it is a complete party and correct copy of has taken all necessary corporate action to authorize the material Acquisition Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each the Acquisition Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Acquisition or the delivery, performance, validity or enforceability of the Acquisition Documents which has not been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereofobtained and is in full force and effect. Each Acquisition Document is was duly executed and delivered on behalf of the Borrower and, to the knowledge of the Borrower, each seller under the Acquisition Documents, and constitutes a legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, such Person enforceable against such Loan Party or Subsidiary, as applicable, it in accordance with its terms, in each case, except (i) as may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or and other similar laws relating to or affecting generally the enforcement of creditors’ ' rights and generally, general equitable principles (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result whether considered in a Material Adverse Change (xproceeding in equity or at law) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents an implied covenant of good faith and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleadingfair dealing. (b) As The execution, delivery and performance of the Closing DateAcquisition Documents does not violate any applicable Requirement of Law or Contractual Obligation of the Borrower or of any of its Restricted Subsidiaries, to the extent such violation could reasonably be expected to have a Material Adverse Effect. (c) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Restricted Subsidiaries or against any of their respective Properties or revenues which seeks to enjoin or prevent the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As or any of the Closing Date, all necessary approvals transactions contemplated hereby or by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is the Acquisition Documents. (d) No party to the Acquisition and, to each Borrower’s knowledge, Documents is in default thereunder and the Seller, with respect to the consummation performance of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition DocumentsDocuments will not violate or result in a default with respect to any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries, in each applicable Loan Party will case, which could reasonably be expected to have good title a Material Adverse Effect. (e) The Borrower has delivered to the assets acquired pursuant to the Lenders copies, certified by a Responsible Officer as true and complete, of each material Acquisition Agreement, free and clear of all Liens other than Permitted LiensDocument.

Acquisition Documents. (ai) The Borrowers Administrative Agent shall have delivered received all documentation (including amendments, modifications, and waivers thereof) relating to Agent a complete the Acquisition (and correct copy all closing conditions therein shall be satisfied to the satisfaction of the material Acquisition Documents, including all schedules Administrative Agent and exhibits thereto. The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, shall be consummated in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium the terms of such provided documentation on or other similar laws relating to or affecting generally before the enforcement of creditors’ rights and Closing Date). (ii) The Administrative Agent shall be satisfied that the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in maximum amount paid for the Acquisition Documents (including the fees and in the certificates delivered expenses paid in connection therewith are true and correct in all material respects and (zwith such Acquisition) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein does not misleadingexceed $95,000,000. (biii) As of the Closing Date, the Acquisition has been consummated in The Administrative Agent shall have received evidence satisfactory thereto that all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained governmental (including filings or approvals required under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amen▇▇▇▇-), ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act)and third party consents and approvals necessary or desirable in connection with the Acquisition shall have been obtained and remain in effect. (iv) The Administrative Agent shall have received copies (i) of each employment agreement between the Borrower and its respective key employees and (ii) each non-competition agreement entered into by any seller or any member of management of the Borrower in favor of the Borrower, except for any approval each of the failure to obtain could not reasonably be expected to be materially adverse foregoing in form and substance satisfactory to the interests Administrative Agent. (v) The Administrative Agent shall have received copies of all such other Acquisition documents and information as it may reasonably request, including, without limitation, copies of (A) the Estimated Closing Net Assets as such term is defined in Section 2.4(b) of the Lenders. As Asset Purchase Agreement, (B) the Closing Statement of Assets and Liabilities as such term is defined in Section 2.5(a) of the Closing DateAsset Purchase Agreement, after giving effect to (C) copies of any Notice of Disagreement as such term is defined in the transactions contemplated by Asset Purchase Agreement and (D) copies of the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired final Tax Allocation pursuant to the Acquisition terms of Section 2.7 of the Asset Purchase Agreement, free . (vi) The Administrative Agent shall have received satisfactory evidence that all Debt of the Borrower and clear of all Liens its Restricted Subsidiaries other than Permitted LiensDebt permitted by Section 11.1, including any Debt incurred in connection with the Acquisition, has been repaid in full and any Liens or other security interests related thereto have been terminated.

Acquisition Documents. The Lenders have received true and complete copies of (a) The Borrowers have delivered to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits theretodelivered in connection therewith), each Original Acquisition Document and BVX Acquisition Document and all amendments to any such documents and other side letters or agreements affecting the terms thereof. The execution, delivery and performance of each None of the Original Acquisition Documents or the BVX Acquisition Documents has been duly authorized by all necessary action amended or supplemented, nor have any of the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All of the transactions contemplated to occur under the Original Acquisition Documents and the BVX Acquisition Documents on or before the part of each applicable Loan Party or Subsidiary thereof. Each Closing Date (the “Acquisition Document is Closing Transactions”) have been consummated pursuant to the legal, valid and binding obligation of each applicable Loan Party or Subsidiary terms thereof, enforceable against such Loan Party no party to any of the Original Acquisition Documents or Subsidiarythe BVX Acquisition Documents has waived the fulfillment of any material condition precedent set forth therein, as applicablewithout Agent’s written consent, and no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing Transaction shall have been consummated in all material respects in accordance with its termsall applicable laws. At the time of consummation of the Acquisition Closing Transaction, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in each caseall such cases, except (i) as may be limited any action being taken by applicable bankruptcyany competent authority which restrains, insolvencyprevents, reorganizationor imposes material adverse conditions upon the Transaction. Additionally, moratorium there does not exist any judgment, order or other similar laws relating injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Credit Parties pursuant to or affecting generally the enforcement of creditors’ rights and (ii) the availability in furtherance of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be broughtAcquisition Closing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with knowledge of any provisions thereofCredit Party, (y) all each of the representations and warranties made by any Loan Party or Subsidiary thereof contained in the Original Acquisition Documents and in the certificates delivered in connection therewith are BVX Acquisition Documents made by Persons other than any Credit Party is true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleadingcorrect. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (a) The Borrowers have delivered to Agent a complete and correct copy Borrower shall in all material respects perform all of the material its obligations under all Acquisition Documents, including and shall enforce all schedules of its rights and exhibits theretoremedies thereunder, in each case as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. The executionWithout limiting the generality of the foregoing, delivery Borrower shall take all action necessary or appropriate to permit, and performance shall not take any action which would have any material adverse effect upon, the full enforcement of each all of Borrower's indemnification rights under all the Acquisition Documents. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by Borrower for indemnification under any of the Acquisition Documents has been duly authorized by for an amount in excess of $500,000, and shall diligently pursue such right and promptly report to Administrative Agent on all necessary action on the part of each applicable Loan Party or Subsidiary thereoffurther developments with respect thereto. Each Acquisition Document is the legalBorrower shall remit directly to Administrative Agent, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject for application to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except Loan Obligations in such order as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing DateAdministrative Agent determines, all necessary approvals amounts received by Governmental Authorities having jurisdiction over any Loan Party Borrower as indemnification or Subsidiary thereof who is party otherwise pursuant to the Acquisition andDocuments. If Borrower fails after Administrative Agent's demand to pursue diligently any material right under any of the Acquisition Documents, or if there is an Event of Default has occurred and is continuing, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines in its reasonable judgment. Notwithstanding the foregoing, Borrower shall at all times remain liable to each Borrower’s knowledgeobserve and perform all of its duties and obligations under all the Acquisition Documents, the Seller, and Administrative Agent's exercise of any of its rights with respect to the consummation Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the AcquisitionAcquisition Documents or to make any payment thereunder, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for to make any approval the failure to obtain could not reasonably be expected to be materially adverse inquiry as to the interests sufficiency of any payment or property received by it thereunder or the Lenders. As sufficiency of the Closing Dateperformance by any party thereunder, after giving effect or to the transactions contemplated by the Acquisition Documentspresent or file any claim, each applicable Loan Party will have good title or to the assets acquired pursuant take any action to the Acquisition Agreementcollect or enforce any performance or payment of any amounts, free and clear or any delivery of all Liens other than Permitted Liensany property.

Acquisition Documents. (a) The Borrowers have 4.18.1 Borrower has delivered to Agent Bank a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereofthe Borrower and Subsidiaries that are parties thereto. Each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereofthe Borrower and Subsidiaries that a party thereto, enforceable against such Loan Party or Subsidiary, as applicable, Borrower and Subsidiaries in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ ' rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of Neither Borrower nor any Subsidiary party to the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof Acquisition Documents is in default in the performance or compliance with any provisions thereof, (y) all . All representations and warranties made by Borrower or any Loan Party or Subsidiary thereof in party to the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge respects. To Borrower’s knowledge, none of the Seller’s representations or warranties in the Acquisition Documents by a party which is neither the Borrower nor a Subsidiary contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading, in any case that could reasonably be expected to result in a material adverse change. (b) 4.18.2 As of the Closing Datedate hereof, the Acquisition has been consummated in all material respects, in accordance with the Acquisition Documents and all Applicable Lawsapplicable laws. As of the Closing Datedate hereof, all necessary requisite approvals by Governmental Authorities governmental authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition US Ecology Canada Holdings Inc. and, to each Borrower’s knowledge, the SellerMarsulex Inc., with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act)obtained, except for any approval the failure to obtain could not reasonably be expected to be materially adverse material to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted LiensBank.

Acquisition Documents. (ai) The Borrowers have delivered No party to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each any Acquisition Document is the legalin default on any of its obligations under such Acquisition Document, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof the Parent in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) as of the date hereof and, to the Borrowers’ best knowledge none of the Seller’s Parent, all material representations or and warranties made in the Acquisition Documents contain any untrue statement of a material fact by or omit any fact necessary to make the statements therein not misleading. (b) As on behalf of the Closing DateSellers, or any other party thereto other than the Parent, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Parent and the Acquisition, and, to the best knowledge of the Borrowers, the business and Acquisition has been consummated Assets acquired in connection with the Acquisition, furnished to Agent by the Borrowers or on behalf of the Borrowers, were, at the time the same were so furnished, complete and correct in all material respects, in accordance with all Applicable Laws. As or have been subsequently supplemented by other written information, to the extent necessary to give Agent and Lenders a true and accurate knowledge of the Closing Datesubject matter of each of them in relation to Borrowers, the Acquisition, and the business and Acquisition Assets acquired in connection with the Acquisition, in all necessary approvals material respects, (iv) no representation, warranty or statement made by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition andParent or, to each Borrower’s its best knowledge, the SellerSellers or any other party thereto other than the Parent, at the time they were made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Acquisition Documents not misleading in light of the circumstances in which they were made, and (v) in connection with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests certain of the Lenders. As of Borrowers are acquiring the Closing DateAcquisition Assets and, on the date hereof, after giving effect to the transactions contemplated by this Agreement, by the Acquisition Agreement and by the other Acquisition Documents, each applicable the Sale Order and Loan Party Documents, will have good title to the assets acquired pursuant to the such Acquisition Agreement, Assets free and clear of all Liens other than the Liens created by the Loan Documents and other than Permitted Liens.

Acquisition Documents. As of the Effective Date: (a) The Borrowers have delivered Borrower has furnished Agent with true, correct and complete execution copies of all Acquisition Documents. Borrower, and to Agent a complete and correct copy of Borrower’s knowledge, each other party to the material Acquisition Documents, has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which such Person is a party. (b) Each Credit Party has complied with all applicable federal, state and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) required to consummate the Acquisition and all schedules other transactions contemplated by the Acquisition Documents, and exhibits thereto. all applicable anti-trust related awaiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary material authorization, consent, approval, license, qualification or formal exemption from, and all necessary material filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required in connection with the execution, delivery and performance by any Credit Party, and to Borrower’s knowledge, each other party to the Acquisition Documents to which such Credit Party or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of each the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, agreement, instrument or undertaking, or any judgment, order or decree, to which such Credit Party is a party or by which it or its properties are bound, or, to Borrower’s knowledge, to which any other party to the Acquisition Documents has been duly authorized is a party or by all necessary action on the part of each applicable Loan Party or Subsidiary thereof. Each Acquisition Document which any such party is the legalbound, valid and binding obligation of each applicable Loan Party or Subsidiary thereof, enforceable against such Loan Party or Subsidiary, as applicable, in accordance with its termsexcept, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as where such contravention could not reasonably be expected to result in have a Material Adverse Change Effect. (xe) no Loan No Credit Party has granted a collateral assignment of, or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in a security interest over the Acquisition Documents and (other than in favor of Agent for the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests benefit of the Lenders. As of the Closing Date) and no Credit Party has sold, after giving effect transferred or assigned any Acquisition Document to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens any Person (other than Permitted Liensto or in favor of Agent).

Acquisition Documents. The Lenders have received true and complete copies of (a) The Borrowers have delivered to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits theretodelivered in connection therewith), each Acquisition Document and all amendments to any of the Acquisition Documents and other side letters or agreements affecting the terms thereof. The execution, delivery and performance of each None of the Acquisition Documents has been duly authorized by all necessary action amended or supplemented, nor have any of the material provisions thereof been waived, except pursuant to a written agreement or instrument which has heretofore been delivered to the Lenders. All of the transactions contemplated to occur under the Acquisition Documents on or before the part of each applicable Loan Party or Subsidiary thereof. Each Closing Date (the “Acquisition Document is Closing Transactions”) have been consummated pursuant to the legal, valid and binding obligation of each applicable Loan Party or Subsidiary terms thereof, enforceable against such Loan Party or Subsidiaryno party to any of the Acquisition Documents has waived the fulfillment of any material condition precedent set forth therein, as applicablewithout Agent’s written consent, and no party has failed to perform any of its material obligations thereunder. At the time of consummation thereof, the Acquisition Closing Transaction shall have been consummated in all material respects in accordance with its termsall applicable laws. At the time of consummation of the Acquisition Closing Transaction, all necessary material consents and approvals of, and filings and registrations with, and all other actions in respect of, all Governmental Authorities required in order to make or consummate the Acquisition Closing Transaction will have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in each caseall such cases, except (i) as may be limited any action being taken by applicable bankruptcyany competent authority which restrains, insolvencyprevents, reorganizationor imposes material adverse conditions upon the Transaction. Additionally, moratorium there does not exist any judgment, order or other similar laws relating injunction prohibiting or imposing material adverse conditions upon the Transaction. All actions taken by the Credit Parties pursuant to or affecting generally the enforcement of creditors’ rights and (ii) the availability in furtherance of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be broughtAcquisition Closing Transaction have been taken in all material respects in compliance with all applicable laws. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with knowledge of any provisions thereofCredit Party, (y) all each of the representations and warranties made by any Loan Party or Subsidiary thereof contained in the Acquisition Documents and in the certificates delivered in connection therewith are made by Persons other than any Credit Party is true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleadingcorrect. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

Acquisition Documents. (a) The (i) As of the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document, and after the Closing Date, no party to any Acquisition Document is in default on any of its material obligations under such Acquisition Document the default of which could reasonably be expected to adversely affect the Lender Group, (ii) all representations and warranties made by Parent or any Borrower in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date hereof and, to the best knowledge of Parent and each Borrower, all material representations and warranties made in the Acquisition Documents by or on behalf of the Seller, or any other party thereto other than any Loan Party party thereto, are true and correct in all material respects as of the date hereof, (iii) all written information with respect to the Acquisition Transaction furnished to Agent by or on behalf of any Loan Party was, at the time the same was so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information to the extent necessary to give Agent and Lenders a true and accurate knowledge of the subject matter thereof, (iv) no representation, warranty or statement made by any Loan Party party thereto or, to the best knowledge of Parent and each Borrower, the Seller or any other party thereto other than any Loan Party party thereto, at the time made in any Acquisition Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Acquisition Document, contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which they were made, and (v) in connection with the Acquisition Transaction, Newco is acquiring the Monotype Stock, and, on the date hereof, after giving effect to the transactions contemplated by the Acquisition Documents, will have good title to the Monotype Stock, free and clear of all Liens. (b) (i) Parent and Borrowers have delivered to Agent a complete and correct copy of the material Acquisition Documents, including all schedules and exhibits thereto. The , (ii) each Acquisition Document sets forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby, (iii) no Acquisition Document has been amended or otherwise modified without the prior written consent of Agent, (iv) the execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each applicable Loan Party party thereto and, to the best knowledge of Parent and each Borrower, each other Person party thereto, (v) the Acquisition Transaction has been effected in accordance with the terms of the Acquisition Documents and all applicable law, (vi) at the time of consummation of the Acquisition Transaction, there does not exist any judgment, order or Subsidiary injunction prohibiting or imposing any material adverse condition upon the consummation of the Acquisition Transaction, (vii) at the time of consummation thereof. Each , all consents and approvals of, and filings and registrations with, and all other actions in respect of, all Government Authorities required in order to consummate the Acquisition Transaction shall have been obtained, given, filed or taken and shall be in full force and effect, (viii) all actions taken by the Loan Parties pursuant to or in furtherance of the Acquisition Transaction have been taken in compliance in all material respects with the Acquisition Documents and applicable law, and (ix) each Acquisition Document is the legal, valid and binding obligation of each applicable Loan Party or Subsidiary thereofparty thereto and, to the best knowledge of Parent and each Borrower, the other parties thereto, enforceable against such Loan Party or Subsidiary, as applicable, parties in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. As of the Closing Date, except as could not reasonably be expected to result in a Material Adverse Change (x) no Loan Party or Subsidiary thereof is in default in the performance or compliance with any provisions thereof, (y) all representations and warranties made by any Loan Party or Subsidiary thereof in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct in all material respects and (z) to the Borrowers’ knowledge none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact necessary to make the statements therein not misleading. (b) As of the Closing Date, the Acquisition has been consummated in all material respects, in accordance with all Applicable Laws. As of the Closing Date, all necessary approvals by Governmental Authorities having jurisdiction over any Loan Party or Subsidiary thereof who is party to the Acquisition and, to each Borrower’s knowledge, the Seller, with respect to the consummation of the Acquisition, have been obtained (including filings or approvals required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions contemplated by the Acquisition Documents, each applicable Loan Party will have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than Permitted Liens.