Common use of Related Agreements Clause in Contracts

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

Related Agreements. (a) Borrowers have The Borrower has furnished to the Administrative Agent a true and correct copy of the Related Agreements pursuant hereto. Each of the Borrower and the Subsidiaries and, to such the Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the Related Transactions occurring prior to the Closing Date have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. The Related Transactions will comply with all Agreements and applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related TransactionsLaw. The execution and delivery of the Related Agreements did notin existence as of the Closing Date, and the consummation of the Related Transactions will notoccurring prior to the Closing Date, did not violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any the Borrower or any other Loan Party Subsidiary or, to any the Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any the Borrower or any other Loan Party Subsidiary is a party or by which any the Borrower or any other Loan Party Subsidiary is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. No statement or representation made in the Related Agreements in existence as of the Closing Date by any the Borrower or any other Loan Party Subsidiary or, to any the Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. As of the Closing Date and any other date on which such representations and warranties are otherwise remade or deemed remade hereunder, (i) each of the representations and warranties contained in the Related Agreements in existence as of the Closing Date made by the Borrower or any Subsidiary is true and correct in all material respects (or, with respect to any such representations and warranties that are qualified by materiality or material adverse effect, in all respects as drafted) and (ii) to the Borrower’s knowledge, each of the representations and warranties contained in the Related Agreements in existence as of the Closing Date made by any Person other than the Borrower or a Subsidiary is true and correct in all material respects (or, with respect to any such representations and warranties that are qualified by materiality or material adverse effect, in all respects as drafted).

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

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

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

Related Agreements. (a) Borrowers have The Borrower has furnished to the Administrative Agent a true and correct copy of the Related Agreements pursuant hereto. Each of the Borrower and the Subsidiaries and, to such the Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the Related Transactions occurring prior to the Closing Date have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. The Related Transactions will comply with all Agreements and applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related TransactionsLaw. The execution and delivery of the Related Agreements did notin existence as of the Closing Date, and the consummation of the Related Transactions will notoccurring prior to the Closing Date, did not violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any the Borrower or any other Loan Party Subsidiary or, to any the Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any the Borrower or any other Loan Party Subsidiary is a party or by which any the Borrower or any other Loan Party Subsidiary is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. No statement or representation made in the Related Agreements in existence as of the Closing Date by any the Borrower or any other Loan Party Subsidiary or, to any the Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. As of the Closing Date and any other date on 95 which such representations and warranties are otherwise remade or deemed remade hereunder, (i) each of the representations and warranties contained in the Related Agreements in existence as of the Closing Date made by the Borrower or any Subsidiary is true and correct in all material respects (or, with respect to any such representations and warranties that are qualified by materiality or material adverse effect, in all respects as drafted) and (ii) to the Borrower’s knowledge, each of the representations and warranties contained in the Related Agreements in existence as of the Closing Date made by any Person other than the Borrower or a Subsidiary is true and correct in all material respects (or, with respect to any such representations and warranties that are qualified by materiality or material adverse effect, in all respects as drafted).

Related Agreements. (a) Borrowers have The Borrower has furnished the Administrative Agent with a true and correct copy of the Related Agreements pursuant hereto. Each The Borrower and, to such the Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Effective Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunderRevolving Loan to be made on the Effective Date) in accordance with the terms of the Related AgreementsAgreements and the Settlement Agreement has been executed and delivered by all of the parties thereto, and the Borrower has paid the amounts due from it thereunder. The Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the consummation of the Related Transactions will comply pursuant to the terms of the Related Agreements complies with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Credit Party and, to each the Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect. As of the date of the Related AgreementsEffective Date, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactions. The Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, the execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any the Borrower or any other Loan Credit Party or, to any the Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any the Borrower or any other Loan Credit Party is a party or by which any the Borrower or any other Loan Credit Party is bound or, to any the Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. No statement or representation made in the Related Agreements by any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made.

Related Agreements. (a) Borrowers have Borrower has furnished Agent a true and correct copy of the Related Agreements pursuant hereto. Each of Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the Related Transactions occurring prior to the Closing Date have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. The Related Transactions will comply with all Agreements and applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactionslaw. The execution and delivery of the Related Agreements did notin existence as of the Closing Date, and the consummation of the Related Transactions will notoccurring prior to the Closing Date, did not violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party is a party or by which any Borrower or any other Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. No statement or representation made in the Related Agreements in existence as of the Closing Date by any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. As of the Third Amendment Date and any other date on which such representations and warranties are otherwise remade or deemed remade hereunder, (i) each of the representations and warranties contained in the Related Agreements in existence as of the Third Amendment Date made by Borrower is true and correct in all material respects and (ii) to Borrower’s knowledge, each of the representations and warranties contained in the Related Agreements in existence as of the Third Amendment Date made by any Person other than Borrower is true and correct in all material respects.

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

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

Related Agreements. (a) Borrowers have Borrower has furnished Agent a true and correct copy of the Related Agreements pursuant hereto. Each of Borrower and, to such Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the Related Transactions occurring prior to the Closing Date have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. The Related Transactions will comply with all Agreements and applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactionslaw. The execution and delivery of the Related Agreements did notin existence as of the Closing Date, and the consummation of the Related Transactions will notoccurring prior to the Closing Date, did not violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party is a party or by which any Borrower or any other Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. No statement or representation made in the Related Agreements in existence as of the Closing Date by any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. As of the Closing Date and any other date on which such representations and warranties are otherwise remade or deemed remade hereunder, (i) each of the representations and warranties contained in the Related Agreements in existence as of the Closing Date made by Borrower is true and correct in all material respects and (ii) to Borrower’s knowledge, each of the representations and warranties contained in the Related Agreements in existence as of the Closing Date made by any Person other than Borrower is true and correct in all material respects.

Related Agreements. (a) Borrowers have furnished Borrower has caused to be delivered to Administrative Agent as of the Closing Date a true and correct copy of the Related Agreements pursuant heretoAgreements. Each Borrower andand each of its Subsidiaries, and to such Borrower’s knowledge, knowledge each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. The Except as expressly set forth in the Related Agreements to the contrary, the Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party andBorrower and each of its Subsidiaries, and to each Borrower’s knowledge, knowledge each other party to the Related Agreements Agreements, in connection with the Related Transactions will be, prior to consummation of the Related Transactions, have been duly obtained and will be are in full force and effect. As of the date of Except as expressly set forth in the Related AgreementsAgreements to the contrary, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactions. The Except as expressly set forth in the Related Agreements to the contrary, the execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will does not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party orof its Subsidiaries, or to any Borrower’s knowledge, knowledge any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party of its Subsidiaries is a party or by which any Borrower or any other Loan Party of its Subsidiaries is bound orbound, or to any Borrower’s knowledge, knowledge to which any other party to the Related Agreements is a party or by which any such party is bound. No Except as expressly set forth in the Related Agreements to the contrary, no statement or representation made in the Related Agreements by any Borrower or any other Loan Party orof its Subsidiaries, or to any Borrower’s knowledge, knowledge any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made. As of the Closing Date, (i) each of the representations and warranties contained in the Related Agreements made by Borrower and each of its Subsidiaries is true and correct in all material respects and (ii) to Borrower’s knowledge each of the representations and warranties contained in the Related Agreements made by any other Person is true and correct in all material respects.

Related Agreements. (a) Borrowers have furnished Borrower has caused to be delivered to Agent as of the date hereof a true and correct copy of the Related Agreements pursuant heretoAgreements. Each Borrower andBorrower, to such Borrower’s knowledge, and each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Datedate hereof, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. The Related Transactions will comply Acquisition complies with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party and, to each Borrower’s knowledge, Borrower and each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, Acquisition have been duly obtained and will be are in full force and effect. As of the date of the Related Agreements, all All applicable waiting periods with respect to the Related Transactions will Acquisition have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related TransactionsAcquisition. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will Acquisition does not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party is a party or by which any Borrower is bound, or any other Loan Party is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. No statement or representation made in the Related Agreements by any Borrower or any other Loan Party or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light . As of the circumstances under which they are madedate hereof, not misleading as (i) each of the time that such statement or representation representations and warranties contained in the Related Agreements made by Borrower is madetrue and correct in all material respects and (ii) each of the representations and warranties contained in the Related Agreements made by any other Person is true and correct in all material respects.

Related Agreements. (a) Borrowers have Borrower has heretofore furnished Agent Bank a true and correct copy of the Related Agreements pursuant heretoAgreements. Each 10 (b) Borrower and each of its Subsidiaries and, to such Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunderc) in accordance with the terms of the Related Agreements. The Related Transactions Transaction will comply in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party Borrower and each of its Subsidiaries and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions Transaction will be, prior to consummation of the Related TransactionsTransaction, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions Transaction will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related TransactionsTransaction. (d) The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions Transaction will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on Borrower and/or any Borrower or any other Loan Party of its Subsidiaries or, to any Borrower’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, material instrument or other material document, or any judgment, order or decree, to which Borrower and/or any Borrower or any other Loan Party of its Subsidiaries is a party or by which Borrower and/or any Borrower or any other Loan Party of its Subsidiaries is bound or, to any Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound. (e) No statement or representation made in the Related Agreements by Borrower and/or any Borrower or any other Loan Party of its Subsidiaries or, to any Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is made.misleading. Section 5.25

Related Agreements. (a) Borrowers have Borrower has furnished Agent Noteholders a true and correct copy of the Related Agreements pursuant hereto. Each of Borrower and, to such Borrower’s 's knowledge, each other party to the Related Agreements, has duly taken all necessary organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. As of the Closing Date, the Related Transactions have been consummated (or are being consummated substantially contemporaneously with the initial credit extension hereunder) in accordance with the terms of the Related Agreements. The To its knowledge, the Related Transactions will comply with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by a Loan Party Borrower and, to each Borrower’s 's knowledge, each other party to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactions. The execution and delivery of the Related Agreements did not, and the consummation of the Related Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Borrower or any other Loan Party or, to any Borrower’s 's knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Borrower or any other Loan Party is a party or by which any Borrower or any other Loan Party is bound or, to any Borrower’s 's knowledge, to which any other party to the Related 24 Agreements is a party or by which any such party is bound. No statement or representation made in the Related Agreements by any Borrower or any other Loan Party or, to any Borrower’s 's knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time that such statement or representation is mademisleading.