Common use of Conflicting Agreements and Other Matters Clause in Contracts

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes or the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (or financial or otherwise) or operationscondition. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, (a) the charter, charter or by-laws, limited liability company operating agreement laws (or partnership agreement comparable governing documents) of the Company or any of its Subsidiaries, (b) any award of any arbitrator or (c) any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject, except in the case of clauses (b) and (c) as will not singly or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company or such Subsidiaryany of its Subsidiaries, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement charter or partnership agreementcomparable governing documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness indebtedness of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G 5.8 attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G attached hereto. The Company is not party to any agreement evidencing or pertaining to Debt of the Company which includes any operational or financial covenant which is more favorable to a lender or other beneficiary than those set forth in paragraph 6 hereof. For purposes of the preceding sentence, no effect shall be given to paragraph 5F hereof.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes or the other Transaction Loan Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and or the other Transaction Loan Documents conflicts or will conflict with, or has resulted in or will result in a breach of of, the terms, conditions or provisions of, or constitutes or will constitute a default under, or has resulted or will result in any violation of, or has resulted or will result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, byCharter or By-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subjectsubject (other than the Liens created by the Security Documents). Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreementCharter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type evidenced by the Existing Notes or to be evidenced by the Shelf Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operationscould reasonably be expected to have a Material Adverse Effect. Neither the execution nor delivery of this Agreement, the Notes Notes, the Warrants, the other Subordinated Note Documents or the other Transaction Acquisition Documents, nor the offering, issuance and sale of the NotesNotes and the Warrants, nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreement, the Notes and Notes, the Warrants, the other Transaction Subordinated Note Documents or the Acquisition Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement charter or partnership agreement bylaws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G 9H attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-lawby‑law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes or the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any the Guaranty Agreement Agreements except as set forth in the agreements listed in Schedule 8G attached heretohereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential).

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes other Note Documents or the other Transaction DocumentsNotes, nor the offering, issuance and sale exchange of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents thereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring granting of, Indebtedness Liens on the Property of the Company and its Subsidiaries of the type to be evidenced contemplated by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement Collateral Documents except as set forth in the agreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party Issuer nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement agreement, or other corporate, limited liability company or partnership restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes or the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of the Company any Issuer or any of its Subsidiaries pursuant to, the charter, limited liability company operating agreement, partnership agreement, by-laws, limited liability company operating agreement or partnership agreement of the Company any Issuer or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company any Issuer or any of its Subsidiaries is subject. Neither the Company any Issuer nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of the Company such Issuer or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company Issuers of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party Borrower nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company Borrower or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company Borrower or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Borrower or any of its Subsidiaries is subject. Neither the Company Borrower nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Borrower or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company Borrower of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G "4.07" attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company corporate restriction or partnership restriction which agreement that materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject, except where it could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such of any Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which that limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement Notes, except as set forth in the agreements listed in Schedule 8G attached heretohereto (as such Schedule 8G may be modified from time to time by written supplements thereto delivered by the Company to New York Life).

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-lawby‑law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subjectsubject and the violation of which would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) ), the violation of which would have a Material Adverse Effect, which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G attached heretohereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by NYLIM).

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party Company, IT nor any of its their respective Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (or financial or otherwise) or operationscondition. Neither the execution nor delivery of this Agreement, the Notes Notes, the Warrants, the Amended and Restated Registration Rights Agreement or the other Transaction 1997 Security Documents, nor the offering, issuance and sale of the NotesNotes or the Warrants, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes Notes, the Warrant, the Amended and Restated Registration Rights Agreement and the other Transaction 1997 Security Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company Company, IT or any of its their respective Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company Company, IT or any of its their respective Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Company, IT or any of its their respective Subsidiaries is subject. Neither the Company , IT nor any of its their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Company, IT or such SubsidiarySubsidiaries, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company or IT of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G attached heretoNotes.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party Issuers nor any of its their Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (or financial or otherwise) or operationscondition. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company any Issuer or any of its Subsidiaries pursuant to, (a) the charter, charter or by-laws, limited liability company operating agreement laws (or partnership agreement comparable governing documents) of the Company any Issuer or any of its Subsidiaries, (b) any award of any arbitrator or (c) any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company any Issuer or any of its Subsidiaries is subject, except in the case of clauses (b) and (c) as will not singly or in the aggregate have a Material Adverse Effect. Neither the Company Issuers nor any of its their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company such Issuer or such Subsidiaryany of its Subsidiaries, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement charter or partnership agreementcomparable governing documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness indebtedness of the Company Issuers of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G 5.8 attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any ---------------------------------------- of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its the business, property or property, assets, or financial condition (financial or otherwise) or operationsof the Company and its Subsidiaries, taken as a whole. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, the charter or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders) or instrument to which the Company or any of its Subsidiaries is now a party, members or partners)result in the creation of any Lien on any property or assets of the Company or any of its Subsidiaries, instrumentor constitute a violation of any law, statute, rule, regulation, order, judgment, decree, statute, law, rule judgment or regulation decree to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company Companies of the type to be evidenced by the Notes Credit Facility, or Indebtedness (ii) which imposes restrictions on the granting of any Guarantor Liens by the Companies on otherwise unencumbered assets of the type to be evidenced by any Guaranty Agreement except Companies as set forth in security for the agreements listed in Schedule 8G attached heretoCredit Facility.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its the business, property or assets, or financial condition (financial or otherwise) or operationsof the Company and its Subsidiaries, taken as a whole. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the limited liability company agreement, charter, by-laws, limited liability company operating agreement laws or partnership agreement other organizational documents of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partnersstockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject, except to the extent any such conflict, breach, defaults, violation or creation of a Lien could not reasonably be expected to have a Material Adverse Effect. Neither Except as set forth in the Limited Liability Company Agreement (as in effect on the date hereof) and as set forth on Schedule 9F, neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement agreement, charter or partnership agreementother organizational documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G attached heretoNotes.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (or financial or otherwise) or operationscondition. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Schedule 8G-1 is a true, correct and complete list of all agreements (the "MATERIAL AGREEMENTS") that (i) evidence Debt, (ii) contain financial covenants or financial restrictions on the Company or any Subsidiary (iii) are between Pillsbury and the Company or any Subsidiary, (iv) are being assigned to the Company under the Asset Purchase Agreement or (v) are material in the operation of the Alliance Plants and involve single sources of material supplies or services with respect to the operations of the Alliance Plants and the conduct of the business of the Company with respect thereto. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G 8G-2 attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (or financial or otherwise) or operationscondition. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction DocumentsPrivate Shelf Notes, nor the offering, issuance and sale of the Private Shelf Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Private Shelf Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement laws (or partnership agreement comparable governing documents) of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company or such Subsidiaryany of its Subsidiaries, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement charter or partnership agreementcomparable governing documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness indebtedness of the Company of the type to be evidenced by the Private Shelf Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement except as set forth in the agreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its the business, property or property, assets, or financial condition (financial or otherwise) or operationsof the Company and its Subsidiaries, taken as a whole. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws, limited liability company laws or operating agreement or partnership agreement agreements of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders) or instrument to which the Company or any of its Subsidiaries is now a party, members or partners)result in the creation of any Lien on any property or assets of the Company or any of its Subsidiaries, instrumentor constitute a violation of any law, statute, rule, regulation, order, judgment, decree, statute, law, rule judgment or regulation decree to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company Companies of the type to be evidenced by the Notes Credit Facility, or Indebtedness (ii) which imposes restrictions on the granting of any Guarantor Liens by the Companies on otherwise unencumbered assets of the type to be evidenced by any Guaranty Agreement except Companies as set forth in security for the agreements listed in Schedule 8G attached heretoCredit Facility.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its the Company's Consolidated business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes Agreement or the other Transaction DocumentsNotes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes (including, without limitation, the consummation of the Spin Off and the other Transaction Documents assumption by the Company of certain of the obligations of Medical Systems as contemplated by paragraph 2A(1) hereof) will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any material award of any arbitrator or any material agreement (including any agreement with stockholders, members or partnersshareholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Funded Debt of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Funded Debt of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by any Guaranty Agreement Notes, except in each case as set forth in the agreements listed in Schedule 8G attached heretohereto (as such Schedule 8G may have been ----------- modified from time to time subsequent to the Restatement Date by written supplements thereto delivered by the Company to Prudential).