Common use of Conflicting Agreements and Other Matters Clause in Contracts

Conflicting Agreements and Other Matters. Neither Co-Issuer nor any of the Company's Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business (as presently conducted), property, assets or financial condition of the Company and its Subsidiaries taken as a whole. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes 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 Co-Issuers or any of the Company's Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement or the charter, by-laws or code of regulations of any Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer or any of the Company's Subsidiaries is a party or otherwise subject. Neither Co-Issuer nor any of the Company's Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of either Co-Issuer or any Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of either Co-Issuer of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business its business, property or assets, condition (as presently conducted), property, assets financial or financial condition of the Company and its Subsidiaries taken as a wholeotherwise) or operations. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement charter or the charter, by-laws of the Company or code any of regulations of any its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of either Co-Issuer the Company of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as hereto. The Company is not party to any agreement evidencing or pertaining to Debt of the Company which includes any date subsequent operational or financial covenant which is more favorable to the date of this Agreement when this representation is repeated, as a lender or other beneficiary than those set forth in paragraph 6 hereof. For purposes of the agreements listed in Schedule 8G or as theretofore disclosed preceding sentence, no effect shall be given to Prudential in a writing which by its terms modifies Schedule 8G.paragraph 5F hereof.

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business (as presently conducted)its business, propertyproperty or assets, assets or financial condition of the Company and its Subsidiaries taken as a wholecondition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement charter or the charter, by-laws of the Company or code any of regulations of any its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise 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 Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of either Co-Issuer the Company of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G 8G-2 attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.hereto.

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business its business, property or assets, condition (as presently conducted), property, assets financial or financial condition of the Company and its Subsidiaries taken as a wholeotherwise) or operations. Neither the execution nor delivery of this Agreement Agreement, the Notes or the Notesother 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 or the other 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement Charter or the charter, byBy-laws of the Company or code any of regulations of any its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise subjectsubject (other than the Liens created by the Security Documents). Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charterCharter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of either Co-Issuer the Company of the type evidenced by the Existing Notes or to be evidenced by the Shelf Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.hereto.

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business its business, property or assets, condition (as presently conducted), property, assets financial or financial condition of the Company and its Subsidiaries taken as a wholeotherwise) or operations. Neither the execution nor delivery of this Agreement Agreement, the other Note Documents or the Notes, 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 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement charter or the charter, by-laws of the Company or code any of regulations of any its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring granting of, Debt Liens on the Property of either Co-Issuer the Company and its Subsidiaries of the type to be evidenced contemplated by the Notes Collateral Documents except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.hereto.

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business (as presently conducted), property, assets or financial condition of the Company and its Subsidiaries taken as could reasonably be expected to have a wholeMaterial Adverse Effect. Neither the execution nor delivery of this Agreement Agreement, the Notes, the Warrants, the other Subordinated Note Documents or the NotesAcquisition 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 Notes, the Warrants, the other 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, charter or bylaws of the KBF Partnership Agreement Company or the charter, by-laws or code any of regulations of any its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of either Co-Issuer the Company of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G 9H attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.hereto.

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business (as presently conducted)its business, propertyproperty or assets, assets prospects or financial condition of the Company and its Subsidiaries taken as a wholecondition. Neither the execution nor delivery of this Agreement Agreement, the Notes, the Warrants, the other Subordinated Note Documents or the NotesAcquisition 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 Notes, the other 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, charter or bylaws of the KBF Partnership Agreement Company or the charter, by-laws or code any of regulations of any its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of either Co-Issuer the Company of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G SCHEDULE 9H attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.hereto.

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business Company's Consolidated business, property or assets, condition (as presently conducted), property, assets financial or financial condition of the Company and its Subsidiaries taken as a wholeotherwise) or operations. Neither the execution nor delivery of this Agreement or the Notes, 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 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement charter or the charter, by-laws of the Company or code any of regulations of any its Subsidiaries, any material award of any arbitrator or any material agreement (including any agreement with partners or stockholdersshareholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Funded Debt of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Funded Debt of either Co-Issuer the Company of the type to be evidenced by the Notes Notes, except (i) as of the date of this Agreement, in each case as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date such Schedule 8G may have been ----------- modified from time to time subsequent to the date of this Agreement when this representation is repeated, as set forth in Restatement Date by written supplements thereto delivered by the agreements listed in Schedule 8G or as theretofore disclosed Company to Prudential in a writing which by its terms modifies Schedule 8G.Prudential).

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company, IT nor any of the Company's their respective Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business (as presently conducted)its business, propertyproperty or assets, assets or financial condition of the Company and its Subsidiaries taken as a wholecondition. Neither the execution nor delivery of this Agreement, the Notes, the Warrants, the Amended and Restated Registration Rights Agreement or the Notes1997 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 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 Co-Issuers Company, IT or any of the Company's their respective Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement charter or the charter, by-laws of the Company, IT or code any of regulations of any their respective Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company, IT or any of the Company's their respective Subsidiaries is a party or otherwise subject. Neither Co-Issuer the Company , IT nor any of the Company's their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of either Co-Issuer the Company, IT or any Subsidiarysuch Subsidiaries, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of either Co-Issuer the Company or IT of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.Notes.

Conflicting Agreements and Other Matters. Schedule 9H accurately and completely lists, as of the Date of Closing, all Material Contracts. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership corporate (or corporate equivalent) restriction which materially and adversely affects the business (as presently conducted)its business, property, property or assets or financial condition of the Company and its Subsidiaries taken as a wholecondition. Neither the execution nor delivery of this Agreement Agreement, the Notes or the Notesother Senior Note Documents, nor the offering, issuance and sale of the Notes, nor the granting of the Liens under the Security Documents, nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreement, the Notes or the other Senior Note 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, charter or bylaws (or equivalent governing documents) of the KBF Partnership Agreement Company or the charter, by-laws or code of regulations of any SubsidiariesSubsidiary, any award of any arbitrator or any agreement (including any agreement with partners or stockholdersequity holders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer or any of the Company's Subsidiaries Company or any Subsidiary is a party or otherwise subject. Neither Co-Issuer the Company nor any of the Company's Subsidiaries Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of either Co-Issuer the Company or any Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of either Co-Issuer the Company of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.Notes.

Conflicting Agreements and Other Matters. Neither Co-any Issuer nor any of the Company's 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 or corporate restriction which materially and adversely affects the business its business, property or assets, condition (as presently conducted), property, assets financial or financial condition of the Company and its Subsidiaries taken as a wholeotherwise) or operations. Neither the execution nor delivery of this Agreement Agreement, the Notes or the Notesother 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 Co-Issuers any Issuer or any of the Company's its Subsidiaries pursuant to, the Partnership Agreementcharter, the KBF Partnership Agreement or the charterlimited liability company operating agreement, partnership agreement, by-laws laws, limited liability company operating agreement or code of regulations partnership agreement of any Issuer or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners stockholders, members or stockholderspartners), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-any Issuer or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-any Issuer nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of either Co-such Issuer or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, 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, Debt of either Co-Issuer Issuers of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.hereto.

Conflicting Agreements and Other Matters. Neither Co-Issuer nor any of the Company's Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership or corporate restriction which materially and adversely affects the business (as presently conducted), property, assets or financial condition of the Company and its Subsidiaries taken as a whole. Neither the execution nor delivery of this Agreement or any of the Notesother Project Documents to which Holdings or any of its Subsidiaries is a party, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of any of the Notes other Project Documents to which it or any of its Subsidiaries is a party 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 or, except as contemplated hereby, result in the creation of any Lien upon any of the properties or assets of the Co-Issuers Holdings or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement or the charter, by-laws charter or code of regulations of Holdings or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), nor any instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer Holdings or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-Issuer Holdings nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of either Co-Issuer Holdings or any Subsidiaryof its Subsidiaries, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt obligations of either Co-Issuer Holdings of the type to be evidenced by undertaken hereunder and under the Notes other Project Documents except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.Exhibit 5H hereto.

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership charter, by‑law, limited liability company operating agreement, charter partnership agreement or other corporate, limited liability company or partnership or corporate restriction which materially and adversely affects the business its business, property or assets, condition (as presently conducted), property, assets financial or financial condition of the Company and its Subsidiaries taken as a wholeotherwise) or operations. Neither the execution nor delivery of this Agreement Agreement, the Notes or the Notesother 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement charter or the charter, by-laws of the Company or code any of regulations of any its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of either Co-Issuer the Company of the type to be evidenced by the Notes except (i) as or Indebtedness of any Guarantor of the date of this Agreement, type to be evidenced by the Guaranty Agreements except as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in such Schedule 8G or as theretofore disclosed may have been modified from time to Prudential time by written supplements thereto delivered by the Company and accepted in a writing which by its terms modifies Schedule 8G.Prudential).

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership agreement, charter or other partnership corporate or corporate company restriction which materially and adversely affects the business (as presently conducted)its business, propertyproperty or assets, assets or financial condition of the Company and its Subsidiaries taken as a whole. Neither the execution nor delivery of this Agreement or Agreement, the Notes, the Warrant Certificates or any of the other Transaction Documents, nor the offering, issuance and sale of the Notes, the Warrants or the Common Stock Shares nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreement, the Notes, the Warrant Certificates or any of the Notes 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement or the charter, by-laws or code other organizational documents of regulations the Company or any of any its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its chartercharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of either Co-Issuer the Company of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in Compass Senior Credit Agreement and the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.Other Securities Purchase Agreements.

Conflicting Agreements and Other Matters. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to any contract or agreement or subject to any partnership charter, by-law, limited liability company operating agreement, charter partnership agreement or other corporate, limited liability company or partnership or corporate restriction which materially and adversely affects the business its business, property or assets, condition (as presently conducted), property, assets financial or financial condition of the Company and its Subsidiaries taken as a wholeotherwise) or operations. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes 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 Co-Issuers Company or any of the Company's its Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement or the charter, by-laws laws, limited liability company operating agreement or code partnership agreement of regulations the Company or any of any its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners shareholders, members or stockholderspartners), instrument, order, judgment, decree, statute, law, rule or regulation to which either Co-Issuer the Company or any of the Company's its Subsidiaries is a party or otherwise subject. Neither Co-Issuer the Company nor any of the Company's its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of either Co-Issuer the Company or any such Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, 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, Debt Indebtedness of either Co-Issuer the Company of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8G attached hereto and (ii) as of any date subsequent such Schedule may be updated pursuant to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.relevant Request for Purchase).