Material Agreements. To the best of ​’s knowledge, ​ is not in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its Properties is bound, and the execution of this Agreement and the other Warehouse Documents to which ​ is a party, and ​’s performance of its duties and obligations hereunder and thereunder, will not cause a default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which ​ is a party or by which any of its Properties is bound.

Material Agreements. Neither ​ nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither ​ nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in # any agreement to which it is a party, which default could reasonably be expected have a Material Adverse Effect or # any agreement or instrument evidencing or governing Material Indebtedness.

Material Agreements. [Schedule 4.2(p)] lists the following written agreements (the “Material Agreements”) to which Seller or, with respect to the Seller Business, the Holding Corporation is a party and has any continuing rights or obligations or by which Seller or any of the Acquired Assets is or may become bound: # any such agreement for the provision to any Client of Seller Business in excess of ​; # any such agreement which provides for the sharing of commissions, including, without limitation, with any third-party or any Affiliate, or which requires Seller or the Holding Corporation (in connection with Seller Business) to guarantee any amount or make a minimum payment; # any such agreement (or group of related agreements) with any insurance carrier, broker or agency relating to the provision of Seller Business; # any such agreement involving the acquisition or disposition of material assets relating to Seller Business; # any such agreement (or group of related agreements) under which indebtedness for borrowed money has been created, incurred, assumed, or guaranteed, or under which a Security Interest is imposed on any of Seller’s assets, tangible or intangible; # any employment or other independent consulting agreement with Producers; # any such agreement forming a partnership or joint venture; # any such agreement which requires any Seller Party, or any employee of Seller, to maintain the confidentiality of Confidential Information, or to refrain from competing with, or soliciting or accepting business from the clients or customers of, a Person other than Seller; # any such agreement for the license of software applications listed on [Schedule 4.2(g)]; and # any other such agreement providing for payments to or from Seller in excess of ​. Except as set forth in [Schedule 4.2(p)], the Seller Parties have made available or furnished to Purchaser a true and complete copy of each Material Agreement described in [Schedule 4.2(p)]. With respect to each Material Agreement described in [Schedule 4.2(p)]: # the agreement is the legal, valid, binding, enforceable obligation of the applicable Seller Party and, to the Knowledge of such Seller Party, the other party thereto and is in full force and effect in all material respects and has not been terminated, cancelled, amended or supplemented in any manner since being made available or furnished to Purchaser, subject to bankruptcy and equitable remedies exceptions; # the applicable Seller Party has duly performed in all materials respects all of its obligations to the extent such obligations to perform have accrued; (3)(A) neither the applicable Seller Party nor, to the Knowledge of such Seller Party, any other party thereto is in material breach or default thereof, and # no event has occurred which, with notice or lapse of time, would constitute a material breach or default of, or permit termination, modification, or acceleration under, the Material Agreement; # to Seller’s Knowledge, there are no disputes with respect to the Material Agreement; and # except as set forth in [Schedule 4.2(p)], the Material Agreement is assignable by such Seller Party to Purchaser without the consent or approval of any other party. There exist no oral agreements that are material to the Seller Business or Acquired Assets.

Assignable Material Contracts. Use commercially reasonable efforts to ensure that any Material Contract entered into after the Closing Date by any Loan Party that generates or, by its terms, will generate revenue, permits the collateral assignment of such agreement (and all rights of such Loan Party, as applicable, thereunder) to such Loan Party’s lenders or an agent for any lenders (and any transferees of such lenders or such agent, as applicable).

Amendments to Organizational Documents. Amend, modify or change its certificate or articles of incorporation (including by the filing or modification of any certificate or articles of designation), certificate of formation, limited liability company agreement or by-laws (or the equivalent organizational documents), as applicable, in each case, in any manner materially adverse to the interests of the Lenders (taken as a whole); provided that, in each case, a certificate of the ​ delivered to the Administrative ​ at least five Business Days prior to such amendment or other modification, together with a reasonably detailed description of such amendment or modification, stating that the ​ has reasonably determined in good faith that such terms and conditions satisfy such foregoing requirement shall be conclusive evidence that such terms and conditions satisfy such foregoing requirement unless the Administrative ​ notifies the ​ within such five Business Day period that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees).

Material Contracts and Transactions. There are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Stay Hydrated is a party, except as disclosed by ​

Material Contract. “Material Contract” means any and all agreements, contracts, arrangements, understandings, leases, commitments or otherwise, providing for potential payments by or to the company in excess of ​, and the amendments, supplements and modifications thereto.

Except as set forth in the BRPA SEC Reports filed prior to the date of this Agreement or as set forth on [Schedule 3.18(a)] of the BRPA Schedules, other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, Liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which BRPA or Merger Sub is a party or by or to which any of the properties or assets of BRPA or Merger Sub may be bound, subject or affected, which may not be cancelled without penalty or liability by BRPA on less than 30 days’ or less prior notice (“BRPA Contracts”). All BRPA Contracts are listed in [Schedule 3.18(a)] of the BRPA Schedules other than those that are exhibits to the BRPA SEC Reports.

Compliance with Material Agreements. ​ shall not permit any default to occur with respect to any agreement, indenture, mortgage or document binding on it or affecting its Property or business, if such default may have a Material Adverse Effect upon ​.

Contracts. Participants' Accounts shall be debited for any insurance or annuity premiums paid, if any, and credited with any dividends or interest received on Contracts.