Common use of Absence of Conflicts Clause in Contracts

Absence of Conflicts. Neither the execution and delivery of any Loan Document by any Loan Party, nor consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party does or will (a) violate or conflict with any Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party or any Subsidiary thereof pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect), (i) the certificate of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereof, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Note.

Absence of Conflicts. Neither Except as a result of the Sub 1 Asset Transfer or as set forth on Schedule 2.04, neither the execution and delivery by York of any Loan Document by any Loan Party, nor consummation by any Loan Party this Agreement and each of the transactions herein or therein contemplatedother Transaction Documents to which it is a party, nor performance of or the compliance by York with the terms and conditions hereof and thereof, nor the consummation by York of the transactions contemplated hereby or thereof by any Loan Party does or thereby will: (a) violate or conflict with any Lawof the terms, orconditions or provisions of the certificate of incorporation or bylaws of York or of any of the Subsidiaries, (b) violate any provision of, or require any consent, authorization or approval under, any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to, or any Permit issued to, or notice to or filing with any Governmental Authority with respect to York or to any of the Subsidiaries, (c) to York's knowledge, violate, conflict with or with, result in a breach of any term provision of or condition ofthe loss of any benefit under, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in (the termination of or give rise to any righta right of termination or cancellation under, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of accelerate the performance ofrequired by, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of the properties or assets of any Loan Party of the Subsidiaries under, or require any consent, authorization or approval under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, Lien or other agreement, instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any Subsidiary thereof pursuant tolicense, lease or any other agreement or instrument to which York or any of the Subsidiaries is a party, or otherwise by which it or any of its properties or assets may be bound or affected, (d) result in (or give rise to any right, contingent or otherwise, the creation of any Person to cause) Lien upon any change in any right, power, privilege, duty of the properties or obligation assets of any Loan Party of the Subsidiaries, or (e) give to others any material rights or any Subsidiary thereof interests (including rights of purchase, termination, cancellation or acceleration), under or in connection with (other than any such event which could indenture, mortgage, Lien, lease, agreement or instrument; except as would not reasonably be expected to have a Material Adverse Effect), (i) the certificate of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereof, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Note.

Absence of Conflicts. Neither the execution and delivery of any of the Loan Document Documents by any Loan Partythe Borrower, nor the consummation by any Loan Party of the transactions herein or therein contemplatedcontemplated by the Borrower, nor the performance of or the compliance with the terms and conditions hereof or thereof by any Loan Party the Borrower, does or will: (a) violate or conflict with any Law, ; or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party the Property of the Borrower or any Subsidiary thereof of the Borrower pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party the Borrower or any Subsidiary thereof of the Borrower under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate articles of incorporation or by-laws (or other constituent documents) of any Loan Party the Borrower or any Subsidiary thereof,of the Borrower; (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, ; or (iii) any other material agreement or instrument to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Note.

Absence of Conflicts. Neither the execution and delivery of this Fifth Amendment by Borrower or any Loan Document other document executed and delivered by any Loan PartyBorrower herewith, nor the consummation by any Loan Party Borrower of the transactions herein or therein contemplated, nor performance of or compliance by the Borrower with the terms and conditions hereof or thereof by any Loan Party thereof, as the case may be, does or will (a) violate or conflict with any Requirement of Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property the assets of any Loan Party or any Subsidiary thereof pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate of incorporation or by-laws (or other constituent documents) Governing Documents of any Loan Party or any Subsidiary thereofgeneral partner or managing member of any Loan Party, if applicable, (ii) any material agreement or instrument contractual obligations creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them it or any of their respective its properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which contractual obligation of any Loan Party Party, where the violation, conflict, breach or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party todefault, or otherwise subject result, is, has or would be reasonably likely to any provision contained inbe or have a Material Adverse Effect, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement or (including its charterc) which limits require the amount consent of, or otherwise imposes restrictions on the incurring ofnotice to, Indebtedness any Person pursuant to any of the Borrower items referenced in clauses (i), (ii) or (iii) of the type to be evidenced by the Revolving Credit NoteSection 3.5(b) above, which consent has not been obtained or which notice has not been given.

Absence of Conflicts. Neither the execution and delivery of any of the Loan Document Documents by any Loan Partythe Borrower, nor the consummation by any Loan Party of the transactions herein or therein contemplatedcontemplated by the Borrower, nor the performance of or the compliance with the terms and conditions hereof or thereof by any Loan Party the Borrower, nor the consummation of the Mergers, does or will: (a) violate or conflict with any Law, ; or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any -- -- right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the -- creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party the Property of the Borrower or any Subsidiary thereof of the Borrower pursuant to, or otherwise result in -- (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party the Borrower or any Subsidiary thereof of the Borrower under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate articles of incorporation or by-laws (or other constituent documents) of any Loan Party the Borrower or any Subsidiary thereof,of the Borrower; (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, ; or (iii) any other material agreement or instrument to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Note.

Absence of Conflicts. Neither the execution and delivery of any of the Loan Document Documents by any Loan Partythe Borrower, nor the consummation by any Loan Party of the transactions herein or therein contemplatedcontemplated by the Borrower, nor the performance of or the compliance with the terms and conditions hereof or thereof by any Loan Party the Borrower, does or will: (a) violate or conflict with any Law, ; or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, -- -- contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or -- imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party the Property of the Borrower or any Subsidiary thereof of the Borrower pursuant to, or otherwise result in (or give rise to -- any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party the Borrower or any Subsidiary thereof of the Borrower under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate articles of incorporation or by-laws (or other constituent documents) of any Loan Party the Borrower or any Subsidiary thereof,of the Borrower; (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, ; or (iii) any other material agreement or instrument to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Note.

Absence of Conflicts. Neither the execution and delivery of any Loan Document this Agreement by any Loan Partythe Guarantor, nor consummation by any Loan Party the Guarantor of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party the Guarantor does or will (a) violate or conflict with any Law, or (b) violate, conflict with or result in a breach of any term or condition of, or OR constitute a default under, or OR result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or OR result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party the Guarantor or any Subsidiary thereof of the Guarantor pursuant to, or OR otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party the Guarantor or any Subsidiary thereof of the Guarantor under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate articles of incorporation or by-laws (or other constituent documents) of any Loan Party the Guarantor or any Subsidiary thereofof the Guarantor, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party the Guarantor or any Subsidiary thereof of the Guarantor is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which any Loan Party the Guarantor or any Subsidiary thereof of the Guarantor is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Note.

Absence of Conflicts. Neither the execution issuance and delivery of any Loan Document by any Loan Party, nor consummation by any Loan Party sale of the transactions herein or therein contemplatedSecurities by the Company nor the execution, nor delivery and performance of this Agreement by the Company (i) requires any consent, approval, authorization or compliance other order of or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official, except such as have been already obtained or may be required under the 1933 Act, the 1934 Act, the rules of the New York Stock Exchange (“NYSE”), state securities or Blue Sky laws and the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), (ii) conflicts with the terms and conditions hereof or thereof by any Loan Party does or will (a) violate or conflict with any Law, or (b) violate, will conflict with or result in constitutes or will constitute a breach of any term or condition of, or constitute a default under, the organizational documents of the Company or result in any of its subsidiaries, (iii) constitutes or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance will constitute a breach of, or result a default under, any Existing Instrument to which the Company or any of its subsidiaries is a party or by which any of their properties may be bound, (iv) violates any statute, law, regulation, ruling, filing, judgment, injunction, order or decree applicable to the Company or any of its subsidiaries or any of their properties, or (v) results in a breach of, or default or Debt Repayment Triggering Event (as defined below) under, or results in the creation or imposition of (any lien, charge or give rise to any obligation, contingent or otherwise, to create or impose) any Lien encumbrance upon any property or assets of any Loan Party the Company or any Subsidiary thereof of its subsidiaries pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, requires the consent of any Person other party to, any Existing Instrument, except, (A) with respect to cause) any change in any right, power, privilege, duty or obligation the sale of any Loan Party Securities offered hereunder, such approvals as have been obtained, or any Subsidiary thereof will have been obtained before the Closing Time or each Date of Delivery, as the case may be, under or the 1933 Act and the 1934 Act, (B) such approvals as may be required in connection with the approval of the listing of the Securities on the NYSE, (other than C) such consents, approvals, authorizations, orders, registrations or qualifications, if any, as may be required by FINRA, (D) the filing of the 2024 Articles Supplementary with the SDAT and (E) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Securities are being offered by the Underwriters and, with respect to clauses (ii), (iii), (iv) and (v), such event which could not conflicts, breaches, defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), . As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (ior any person acting on such holder’s behalf) the certificate right to require the repurchase, redemption or repayment of incorporation all or by-laws (or other constituent documents) a portion of any Loan Party or any Subsidiary thereof, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or such indebtedness by which any of them the Company or any of their respective properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Notesubsidiaries.

Absence of Conflicts. Neither the execution and delivery of any of the Loan Document Documents by any Loan Partythe Borrower, nor the consummation by any Loan Party of the transactions herein or therein contemplatedcontemplated by the Borrower, nor the performance of or the compliance with the terms and conditions hereof or thereof by any Loan Party the Borrower, nor the consummation of the Mergers, does or will: (a) violate or conflict with any Law, ; or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any -- -- right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the -- creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party the Property of the Borrower or any Subsidiary thereof of the Borrower pursuant to, or otherwise result in (or give rise to any right, -- contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party the Borrower or any Subsidiary thereof of the Borrower under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate articles of incorporation or by-laws (or other constituent documents) of any Loan Party the Borrower or any Subsidiary thereof,of the Borrower; (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, ; or (iii) any other material agreement or instrument to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Note.

Absence of Conflicts. Neither the execution and delivery of any Loan Document by any Loan Party, nor consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party does or will (a) violate or conflict with any Requirement of Law, or (b) violate, conflict with or result in a breach of any term or condition of, or OR constitute a default under, or OR result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or OR result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any of the property of any Loan Party or (except for any Subsidiary thereof Lien in favor of the Agent for the benefit of the Lenders and the Agent securing the Obligations) pursuant to, or OR otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate or articles of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereofParty, (ii) any material agreement or instrument Contractual Obligations creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them it or any of their respective its properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument Contractual Obligations of any Loan Party, except (in the case of each of (a) and (b) above) for matters as to which any Loan Party a consent, waiver, amendment or any Subsidiary thereof agreement which has been duly obtained and is in full force and effect (all of which matters are set forth on Schedule 3.05 hereof), and the Agent and each Lender has received a party true, correct and complete copy of each such consent, waiver, amendment or by which any agreement and of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As each of the date of this Agreementunderlying agreements or instruments to which it relates and except for matters which, neither Loan Party nor any Subsidiary thereof is individually or in the aggregate, could not have a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit NoteMaterial Adverse Effect.

Absence of Conflicts. Neither the execution and delivery of any -------------------- Loan Document by any Loan Party, nor consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party does or will (a) violate or conflict with any Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any of property of any Loan Party or any Subsidiary thereof of any Loan Party pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof of any Loan Party under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate articles of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereofof any Loan Party, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof of any Loan Party is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument or arrangement to which any Loan Party or any Subsidiary thereof of any Loan Party is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or boundbound except for (x) matters set forth in Schedule 4.5 hereof and (y) matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As Schedule 4.5 hereof sets forth each consent, waiver, amendment or agreement which has been obtained by or on behalf of any Loan Party in respect of any matter which would, absent such consent, waiver, amendment or agreement, be within the scope of the date foregoing clause (b), and Agent, each Issuing Bank and each Lender has received a true, correct and complete copy of this Agreementeach such consents, neither Loan Party nor any Subsidiary thereof is a party towaiver, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract amendment or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness and of each of the Borrower of the type underlying agreements or instruments to be evidenced by the Revolving Credit Notewhich it relates.

Absence of Conflicts. Neither the execution and delivery of any Loan Document by any Loan Party, nor the consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party Party, as the case may be, does or will (a) violate or conflict with any Requirement of Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property the assets of any Loan Party or any Subsidiary thereof pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate of incorporation or by-laws (or other constituent documents) Governing Documents of any Loan Party or any Subsidiary thereofgeneral partner or managing member of any Loan Party, if applicable, (ii) any material agreement or instrument contractual obligations creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them it or any of their respective its properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which contractual obligation of any Loan Party Party, where the violation, conflict, breach or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party todefault, or otherwise subject result, is, has or would be reasonably likely to any provision contained inbe or have a Material Adverse Effect, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement or (including its charterc) which limits require the amount consent of, or otherwise imposes restrictions on the incurring ofnotice to, Indebtedness any Person pursuant to any of the Borrower items referenced in clauses (i), (ii) or (iii) of the type to be evidenced by the Revolving Credit NoteSection 4.5(b) above, which consent has not been obtained or which notice has not been given.

Absence of Conflicts. Neither the execution and delivery of any Loan Document by any Loan Party, nor consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party does or will (a) violate or conflict with any Requirement of Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any of the property of any Loan Party or (except for any Subsidiary thereof Lien in favor of the Agent for the benefit of the Lenders and the Agent securing the Obligations) pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate or articles of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereofParty, (ii) any material agreement or instrument Contractual Obligations creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them it or any of their respective its properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument Contractual Obligations of any Loan Party, except (in the case of each of (a) and (b) above) for matters as to which any Loan Party a consent, waiver, amendment or any Subsidiary thereof agreement which has been duly obtained and is in full force and effect (all of which matters are set forth on Schedule 3.05 hereof), and the Agent and each Lender has received a party true, correct and complete copy of each such consent, waiver, amendment or by which any agreement and of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As each of the date of this Agreementunderlying agreements or instruments to which it relates and except for matters which, neither Loan Party nor any Subsidiary thereof is individually or in the aggregate, could not have a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit NoteMaterial Adverse Effect.

Absence of Conflicts. Neither the execution and delivery of any Loan Document by any Loan Party, nor consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party does or will (a) violate or conflict with any Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any of property of any Loan Party the Borrower or any Subsidiary thereof of the Borrower pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party the Borrower or any Subsidiary thereof of the Borrower under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate articles of incorporation or by-laws bylaws (or other constituent documents) of any Loan Party the Borrower or any Subsidiary thereofof the Borrower, (ii) any material agreement or instrument creating, evidencing or securing any other Indebtedness or Guaranty Equivalent Equivalents to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument or arrangement to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As , except, in the case of clauses (ii) and (iii), for matters that, individually or in the date of this Agreementaggregate, neither Loan Party nor any Subsidiary thereof is are not likely to have a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit NoteMaterial Adverse Effect.

Absence of Conflicts. Neither the execution and delivery of this Fourth Amendment by Borrower or any Loan Document other document executed and delivered by any Loan PartyBorrower herewith, nor the consummation by any Loan Party Borrower of the transactions herein or therein contemplated, nor performance of or compliance by the Borrower with the terms and conditions hereof or thereof by any Loan Party thereof, as the case may be, does or will (a) violate or conflict with any Requirement of Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property the assets of any Loan Party or any Subsidiary thereof pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate of incorporation or by-laws (or other constituent documents) Governing Documents of any Loan Party or any Subsidiary thereofgeneral partner or managing member of any Loan Party, if applicable, (ii) any material agreement or instrument contractual obligations creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them it or any of their respective its properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which contractual obligation of any Loan Party Party, where the violation, conflict, breach or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party todefault, or otherwise subject result, is, has or would be reasonably likely to any provision contained inbe or have a Material Adverse Effect, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement or (including its charterc) which limits require the amount consent of, or otherwise imposes restrictions on the incurring ofnotice to, Indebtedness any Person pursuant to any of the Borrower items referenced in clauses (i), (ii) or (iii) of the type to be evidenced by the Revolving Credit NoteSection 3.5(b) above, which consent has not been obtained or which notice has not been given.

Absence of Conflicts. Neither the execution and delivery of any Loan Document by any Loan PartyBorrower, nor consummation by any Loan Party Borrower of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party Borrower does or will (a) violate or conflict with any Law, or, (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any of property of any Loan Party Borrower or any Subsidiary thereof of any Borrower (except for any Lien in favor of the Collateral Agent or Secured Parties pursuant to the Security Documents pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party Borrower or any Subsidiary thereof of any Borrower under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate articles of incorporation or by-laws bylaws (or other constituent documents) of any Loan Party Borrower or any Subsidiary thereofof any Borrower, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party Borrower or any Subsidiary thereof of any Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument or arrangement to which any Loan Party Borrower or any Subsidiary thereof of any Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As , except, in the case of the date foregoing clause (iii), for matters that, individually or in the aggregate, could not have a Material Adverse Effect, or (c) result in the suspension, revocation, impairment, forfeiture or non-renewal of this Agreementany permit, neither Loan Party nor license, qualification, authorization or approval applicable to the operations or properties of any Borrower or other Restricted Subsidiary, or adversely affect the ability of any Borrower or other Restricted Subsidiary thereof is to participate in any public or private reimbursement program or to be a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto Blue Cross or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Notesimilar provider agreement.

Absence of Conflicts. Neither the execution and delivery of any Loan Document by any Loan Party, nor the consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party Party, as the case may be, does or will (a) violate or conflict with any Requirement of Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property the assets of any Loan Party or (except for any Subsidiary thereof Lien in favor of Administrative Agent securing the Obligations) pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate of incorporation or by-laws (or other constituent documents) Governing Documents of any Loan Party or any Subsidiary thereofgeneral partner or managing member of any Loan Party, if applicable, (ii) any material agreement or instrument contractual obligations creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them it or any of their respective its properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which contractual obligation of any Loan Party Party, where the violation, conflict, breach or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party todefault, or otherwise subject result, is, has or would be reasonably likely to any provision contained inbe or have a Material Adverse Effect, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement or (including its charterc) which limits require the amount consent of, or otherwise imposes restrictions on the incurring ofnotice to, Indebtedness any Person pursuant to any of the Borrower items referenced in clauses (i), (ii) or (iii) of the type to be evidenced by the Revolving Credit NoteSection 4.5(b) above, which consent has not been obtained or which notice has not been given.

Absence of Conflicts. Neither the execution and delivery of this Amendment One by Borrower or any Loan Document other document executed and delivered by any Loan PartyBorrower herewith, nor the consummation by any Loan Party Borrower of the transactions herein or therein contemplated, nor performance of or compliance by the Borrower with the terms and conditions hereof or thereof by any Loan Party thereof, as the case may be, does or will (a) violate or conflict with any Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien Security Interest upon the assets of Borrower (except for any property Security Interest in favor of any Loan Party or any Subsidiary thereof Bank securing the Liabilities) pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof Borrower under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate governing documents of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereofBorrower, (ii) any material agreement or instrument contractual obligations creating, evidencing or securing any Indebtedness or Guaranty Equivalent Debt to which any Loan Party or any Subsidiary thereof Borrower is a party or by which any of them it or any of their respective its properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement contractual obligation of Borrower, where the violation, conflict, breach or instrument to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party todefault, or otherwise subject result, is, has or would be reasonably likely to any provision contained inbe or have a material adverse effect on Borrower's business or financial condition or results, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement or (including its charterc) which limits require the amount consent of, or otherwise imposes restrictions on the incurring ofnotice to, Indebtedness any Person pursuant to any of the Borrower items referenced in clauses (i), (ii) or (iii) of the type to be evidenced by the Revolving Credit NoteSection 6.5 above, which consent has not been obtained or which notice has not been given.

Absence of Conflicts. Neither the execution and delivery of any of the Loan Document Documents by any Loan Partythe Borrower, nor the consummation by any Loan Party of the transactions herein or therein contemplatedcontemplated by the Borrower, nor the performance of or the compliance with the terms and conditions hereof or thereof by any Loan Party the Borrower, does or will: (a) violate or conflict with any Law, ; or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, -- -- contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or -- imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party the Property of the Borrower or any Subsidiary thereof of the Borrower pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party the Borrower or any Subsidiary thereof of the Borrower under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate articles of incorporation or by-laws (or other constituent documents) of any Loan Party the Borrower or any Subsidiary thereof,of the Borrower; (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, ; or (iii) any other material agreement or instrument to which any Loan Party the Borrower or any Subsidiary thereof of the Borrower is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Note.

Absence of Conflicts. Neither the execution and delivery of any Loan Document or Related Document by any Loan Party, nor consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party does or will (a) violate or conflict with any Law, or (b) except as set forth on Schedule 4.05, violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party or any Subsidiary thereof pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect), (i) the certificate of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereofParty, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither no Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower Borrowers of the type to be evidenced by the Revolving Credit NoteNotes.

Absence of Conflicts. Neither the execution and delivery of any Loan Document by any Loan Party, nor consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party does or will (a) violate or conflict with any Law, or (b) except as set forth on Schedule 4.05, violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party or any Subsidiary thereof pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect), (i) the certificate of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereofParty, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement or instrument to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither no Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower Borrowers of the type to be evidenced by the Revolving Credit NoteNotes.

Absence of Conflicts. Neither The execution, delivery and performance by such Party of this Agreement and any Related Agreement to which it is or will be a party and the execution and delivery of any Loan Document by any Loan Party, nor consummation by any Loan Party it of the transactions herein contemplated hereby and thereby, and the execution, delivery and performance by each of such Party's Subsidiaries of this Agreement (if it is a party hereto) and each Related Agreement to which it is or therein contemplatedwill be a party and the consummation by it of the transactions contemplated hereby and thereby, nor performance of or compliance with the terms does not and conditions hereof or thereof by any Loan Party does or will will not: (ai) violate any material Legal Requirement applicable to such Party or any of its Subsidiaries, (ii) conflict with with, or result in the breach of any Lawprovision of any Constituent Documents of such Party or any of its Subsidiaries, or (biii) result in the creation of any Lien upon any of the assets of such Party or any of its Subsidiaries, (iv) trigger any "change of control" clause or similar clause in any Material Contract to which such Party or any of its Subsidiaries is a party (v) as of the Effective Time, trigger the provisions of any shareholder rights plan or other anti-takeover device, including any fair price provisions thereof, to which such Party or any of its Subsidiaries is a party, that such Party or any of its Subsidiaries has adopted or by which such Party or any of its Subsidiaries is bound, or (vi) violate, conflict with or result in a the breach of or termination of, or accelerate any term right or condition ofprovision under, or otherwise give any other Person the right to terminate, modify or accelerate any right or provision under, or constitute a default, event of default underor an event which, with notice, lapse of time or both, would constitute a default or event of default, or result in (give any Person the right to accelerate any right or give rise to any rightprovision, contingent or otherwise, under the terms of any Person Material Contract or Permit to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan which such Party or any Subsidiary thereof pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect), (i) the certificate of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereof, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party or any Subsidiary thereof its Subsidiaries is a party or by which any of them its assets, properties or any of their respective properties (now owned or hereafter acquired) may be subject or businesses are bound, or (iii) any other material agreement or instrument to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Note.

Absence of Conflicts. Neither Except as set forth on Schedule 3.5 hereto, the execution and delivery of any Loan Document this Agreement by any Loan PartySeller does not, nor consummation and the performance by any Loan Party Seller of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof contemplated hereby to be performed by any Loan Party does or will (a) violate or conflict with any Law, or (b) violateSeller will not, conflict with with, or result in a breach of any term or condition violation of, or constitute a default (with or without notice or lapse of time, or both) under, or result in (or give rise to any right, contingent or otherwise, a right of any Person to cause) any termination, cancellation, prepayment cancellation or acceleration of performance ofany obligation or loss of a material benefit under, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party or any Subsidiary thereof pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect), (i) any provision of the certificate General Partnership Agreement of incorporation EFJ Partners dated as of July 31, 1992 between Will▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Robe▇▇ ▇▇▇▇▇▇ (▇▇e "Partnership Agreement"), the articles of incorporation, as amended, or by-laws (or other constituent documents) bylaws of any Loan Party the Company or any Subsidiary thereof, (ii) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent contract to which any Loan Party Seller or any Subsidiary thereof the Company is a party or by which either the Seller or the Company is bound, (ii) any license, permit or approval ("Permit") of them any domestic or foreign court, government, governmental agency, authority or instrumentality ("Governmental Authority"), (iii) any domestic or foreign statute, law, ordinance, rule, regulation, order or common law obligation ("Law") of any Governmental Authority issued or applicable to Seller , the Company, or to any of their respective properties (now owned or hereafter acquired) may be subject assets, other than any such conflicts, violations, defaults, terminations, cancellations, accelerations or boundlosses which would not have a Material Adverse Effect; provided, or (iii) any other material agreement however, that Seller makes no representation or instrument warranty herein with respect to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As the effects of the date performance of this Agreementthe transactions contemplated hereby under any antitrust, neither Loan Party nor any Subsidiary thereof is a party totrade regulation or similar Law. No consent, approval, order or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount authorization of, or otherwise imposes restrictions on registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Seller or the incurring of, Indebtedness Company in connection with the execution and delivery of this Agreement by Seller or the performance by Seller of the Borrower of the type transactions contemplated hereby to be evidenced performed by the Revolving Credit Noteit, except (i) as set forth on Schedule 3.5 hereto or (ii) such consents, approvals, orders or authorizations which, if not obtained, or such registrations or filings which, if not obtained or made, would not have a Material Adverse Effect.

Absence of Conflicts. Neither the execution and delivery of this Amendment Two by Borrower or any Loan Document other document executed and delivered by any Loan PartyBorrower herewith, nor the consummation by any Loan Party Borrower of the transactions herein or therein contemplated, nor performance of or compliance by the Borrower with the terms and conditions hereof or thereof by any Loan Party thereof, as the case may be, does or will (a) violate or conflict with any Law, or (b) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien Security Interest upon the assets of Borrower (except for any property Security Interest in favor of any Loan Party or any Subsidiary thereof Bank securing the Liabilities) pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party or any Subsidiary thereof Borrower under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (i) the certificate governing documents of incorporation or by-laws (or other constituent documents) of any Loan Party or any Subsidiary thereofBorrower, (ii) any material agreement or instrument contractual obligations creating, evidencing or securing any Indebtedness or Guaranty Equivalent Debt to which any Loan Party or any Subsidiary thereof Borrower is a party or by which any of them it or any of their respective its properties (now owned or hereafter acquired) may be subject or bound, or (iii) any other material agreement contractual obligation of Borrower, where the violation, conflict, breach or instrument to which any Loan Party or any Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound. As of the date of this Agreement, neither Loan Party nor any Subsidiary thereof is a party todefault, or otherwise subject result, is, has or would be reasonably likely to any provision contained inbe or have a material adverse effect on Borrower’s business or financial condition or results, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement or (including its charterc) which limits require the amount consent of, or otherwise imposes restrictions on the incurring ofnotice to, Indebtedness any Person pursuant to any of the Borrower items referenced in clauses (i), (ii) or (iii) of the type to be evidenced by the Revolving Credit NoteSection 6.5 above, which consent has not been obtained or which notice has not been given.

Absence of Conflicts. Neither the execution and delivery of any Loan Document by any Loan PartyDocument, nor consummation by any Loan Party of the transactions herein or therein contemplated, nor performance of or compliance with the terms and conditions hereof or thereof by any Loan Party does or will (ai) violate or conflict with any Law, or (bii) violate, conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation, prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any obligation, contingent or otherwise, to create or impose) any Lien upon any property of any Loan Party the Borrower or any Restricted Subsidiary thereof (except for any Lien in favor of the Lender securing the Obligations) pursuant to, or otherwise result in (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power, privilege, duty or obligation of any Loan Party the Borrower or any Restricted Subsidiary thereof under or in connection with (other than any such event which could not reasonably be expected to have a Material Adverse Effect)with, (iA) the certificate articles of incorporation or by-laws (or other constituent documents) of any Loan Party the Borrower or any Subsidiary thereofRestricted Subsidiary, (iiB) any material agreement or instrument creating, evidencing or securing any Indebtedness or Guaranty Equivalent to which any Loan Party the Borrower or any Restricted Subsidiary thereof is a party or by which any of them or any of their respective properties (now owned or hereafter acquired) may be subject or bound, excluding in the case of violations, conflicts or the like under this clause (B), those violations or conflicts which are not material in nature, or (iiiC) any other material agreement or instrument to which any Loan Party the Borrower or any Restricted Subsidiary thereof is a party or by which any of them or any of their respective its properties (now owned or hereafter acquired) may be subject or bound. As , excluding in the case of violations, conflicts or the date of like under this Agreementclause (C), neither Loan Party nor any Subsidiary thereof is a party to, those violations or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of such Person, any agreement relating thereto or any other contract or agreement (including its charter) conflicts which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Revolving Credit Noteare not material in nature.