Common use of Conflicting Agreements and Other Matters Clause in Contracts

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects the business, 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 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, the charter or by-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, or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiaries, or constitute a violation of any law, statute, rule, regulation, order, judgment or 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 of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Companies of the type to be evidenced by the Notes, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit Facility.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries No Transaction Party is a party to any contract or agreement or subject to any charter charter, by-law, limited liability company operating agreement, partnership agreement or other corporate corporate, limited liability company or partnership restriction which materially and adversely affects the business, 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 or any other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment the performance of nor compliance with the terms and provisions hereof and of the Notes or any other Transaction Document 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 charter creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of any Transaction Party pursuant to, the charter, by-laws laws, limited liability company operating agreement or partnership agreement of the Company or any of its SubsidiariesTransaction Party, any award of any arbitrator or any agreement (including any agreement with stockholders) , members or instrument to which the Company or any of its Subsidiaries is now a partypartners), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries No Transaction Party is a party to, or otherwise subject to any provision contained in, any instrument evidencing indebtedness Indebtedness of the Company or such SubsidiaryTransaction Party, 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, Debt Indebtedness of the Companies Company of the type to be evidenced by the Notes, Notes or the delivery of the Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G attached hereto (ii) which imposes restrictions on the granting of Liens as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit FacilityCompany and accepted in writing by Prudential).

Conflicting Agreements and Other Matters. Neither the Company Co-Issuer nor any of its 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 businessbusiness (as presently conducted), property, assets, assets or financial condition of the Company and its Subsidiaries, 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 charter 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 the Company or regulations of any of 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 instrument regulation to which the Company either Co-Issuer or any of its the Company's Subsidiaries is now a party, party or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiaries, or constitute a violation of any law, statute, rule, regulation, order, judgment or decree to which the Company or any of its Subsidiaries is otherwise subject. Neither the Company Co-Issuer nor any of its the Company's Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing indebtedness Indebtedness of the Company either Co-Issuer or such 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 (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Companies either Co-Issuer of the type to be evidenced by the NotesNotes except (i) as of the date of this Agreement, or 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 imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit Facility.its terms modifies Schedule 8G.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter charter, by-law, limited liability company operating agreement, partnership agreement or other corporate corporate, limited liability company or partnership restriction which materially and adversely affects could reasonably be expected to have a Material Adverse Effect. Subject to the business, property, assets, or financial condition satisfaction of the Company and its Subsidiariescondition set forth in paragraph 3F, taken as a whole. Neither neither the execution nor delivery of this Agreement Agreement, the Notes or any other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment the performance of nor compliance with the terms and provisions hereof and of the Notes or any other Transaction Document 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 charter creation of any Lien other than Liens created pursuant to the Collateral Documents) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws 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 instrument to which the Company or any of its Subsidiaries is now a partypartners), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree 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 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, Debt Indebtedness of the Companies Company of the type to be evidenced by the Notes, Notes or the delivery of the Guaranty Agreement by any Guarantor except as set forth in the agreements listed in Schedule 8G attached hereto (ii) which imposes restrictions on the granting of Liens as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit FacilityCompany and accepted in writing by Prudential).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects the 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 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 Company or any of its Subsidiaries pursuant to, the charter or by-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), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree 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 of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Companies Company of the type to be evidenced by the Notes, or (ii) which imposes restrictions on Notes except as set forth in the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit Facilityagreements listed in Schedule 8G-2 attached hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects the consolidated business, property, property or assets, condition (financial or financial condition otherwise) or operations of the Company and its Subsidiaries, 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 Company or any of its Subsidiaries pursuant to, the charter or by-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), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree 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 Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Companies Company of the type to be evidenced by the Notes, or Notes except as set forth in the agreements listed in SCHEDULE 8G attached hereto (ii) which imposes restrictions on the granting of Liens as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit FacilityCompany and accepted in writing by Prudential).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects the business, property, assets, or financial condition of the Company and its Subsidiaries, taken as would reasonably be expected to have a wholeMaterial Adverse Effect. Neither the execution nor delivery of this Agreement Agreement, the Notes or any other Note Document, 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 the Notes and the other 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 Company or any of its Subsidiaries pursuant to, the charter or by-laws corporate agreement (or equivalent constitutive document) 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 partyshareholders), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree 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 Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt (i) Indebtedness of the Companies Company of the type to be evidenced by the Notes, Notes or (ii) which imposes restrictions on Indebtedness of any Guarantor of the granting of Liens type to be evidenced by the Companies on otherwise unencumbered assets of the Companies as security for the Credit FacilityGuaranty Agreement, except for as set forth in the Revolving Credit Facilityagreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which or agreement that materially and adversely affects the its business, property, property or assets, condition (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 Company or any of its Subsidiaries pursuant to, the charter or by-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), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree 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 Indebtedness of the Company or such of any Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which (i) that limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of the Companies Company of the type to be evidenced by the Notes, or except as set forth in the agreements listed in Schedule 8G attached hereto (ii) which imposes restrictions on the granting of Liens as such Schedule 8G may be modified from time to time by written supplements thereto delivered by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit FacilityCompany to New York Life).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects the business, 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 Notes 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 Company or any of its Subsidiaries pursuant to, the charter or by-laws bylaws 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), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree 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 Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of the Companies Company of the type to be evidenced by the Notes, or (ii) which imposes restrictions on Notes except as set forth in the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit Facilityagreements listed in Schedule 9H attached hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of 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 businessbusiness (as presently conducted), property, assets, assets or financial condition of the Company and its Subsidiaries, 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 charter creation of any Lien upon any of the properties or by-laws assets of the Company or any of its Subsidiaries pursuant to, the 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 instrument regulation to which the Company or any of its Subsidiaries is now a party, party or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiaries, or constitute a violation of any law, statute, rule, regulation, order, judgment or decree to which the Company or any of its Subsidiaries is otherwise 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 any Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement and, in the case of any Subsidiary, its charter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Companies Company of the type to be evidenced by the NotesNotes except (i) as of the date of this Agreement, or as set forth in the agreements listed in Exhibit E 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 Exhibit E or as theretofore disclosed to Prudential in a writing which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit Facility.its terms modifies Exhibit E.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects the its business, property, property or assets, condition (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 Subsidiary Guaranty 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 hereof, the Subsidiary Guaranty or 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 Company or any of its Subsidiaries pursuant to, the charter or by-laws (or comparable governing documents) 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), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree 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 chartercharter or comparable governing documents) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Companies Company of the type to be evidenced by the Notes, or Notes except as set forth in the agreements listed in Schedule 8G attached hereto (ii) which imposes restrictions on the granting of Liens as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit FacilityCompany to Prudential).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects the its business, property, property or assets, condition (financial or financial condition otherwise) or operations of the Company and its Subsidiaries, 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 Company or any of its Subsidiaries pursuant to, the charter or by-laws (or comparable governing documents) 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), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree 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 Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Companies Company of the type to be evidenced by the Notes, or (ii) which imposes restrictions on Notes except as set forth in the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except for the Revolving Credit Facilityagreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects the its business, property, property or assets, condition (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 Company or any of its Subsidiaries pursuant to, the charter or by-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), or result in the creation of any Lien on any property or assets of the Company or any of its Subsidiariesinstrument, or constitute a violation of any laworder, judgment, decree, statute, rulelaw, regulation, order, judgment rule or decree 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 Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Companies Company of the type to be evidenced by the Notes, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security Notes except for the Credit Facility, except for Agreement and as set forth in the Revolving Credit Facilityagreements listed in Schedule 8G attached hereto (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).