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 Credit, 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.

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 Restructuring Agreement, the Notes, the Warrants or the Notesother Note 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 Restructuring Agreement, the Notes Notes, the Warrants or 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 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 Except as provided in the documentation of the Senior Debt, 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 Credit, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the CreditNotes.

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 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 charter creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws 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 partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is now a party, or result in subject and 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 subjectwould have a Material Adverse Affect. 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), the violation of which (i) would have a Material Adverse Affect, which 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 Credit, 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 Creditagreements listed in Schedule 8H 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, 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. 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 CreditNotes except as set forth in the agreements listed in Schedule 8G attached hereto. The Company has obtained waivers, or (ii) which imposes attached hereto as Exhibit E, with respect to the agreements set forth in Schedule 8G, therein waiving all restrictions on the granting incurrence of Liens by the Companies on otherwise unencumbered assets Indebtedness of the Companies Company with respect to each such agreement as security for the Creditresult of the Obligors’ entering into the transactions contemplated hereby, except where the failure to obtain such waiver would not result in a Material Adverse Effect.

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 CreditNotes, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the CreditCredit Facility, except for the Revolving Credit Facility.

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 Agreement, the Notes or any other Transaction Document, nor the offering, issuance and sale of the Notes, nor the making of any Revolving Loan, nor the fulfillment of nor compliance with the terms and provisions hereof and hereof, of the Notes and of 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 creation of any Lien (other than Liens created for the benefit of the holders of the Notes pursuant to the Transaction Documents) 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 stockholders of the Company or any Persons with direct or indirect ownership interests in stockholders of its Subsidiariesthe Company), or constitute a violation of any lawinstrument, order, 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 charter) which (i) limits the amount of, or otherwise imposes restrictions on on, the incurring of, of Debt of the Companies Company of the type to be evidenced by the Credit, or (ii) which imposes restrictions Notes except as set forth in the agreements listed on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the CreditSchedule 8H 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 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 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 charter creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws 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) shareholders, 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 Credit, 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 Creditagreements 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 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 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 charter creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws 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 partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is now a party, or result in subject and 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 subjectwould have a Material Adverse Affect. 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), the violation of which (i) would have a Material Adverse Affect, which 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 Credit, 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 Creditagreements listed in Schedule 8H 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 Agreement, the Notes or the other Loan Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes or the other Loan Documents conflicts or will conflict with, or has resulted in or will result in a breach of of, the terms, conditions or provisions of, or constitutes or will constitute a default under, or has resulted or will result in any violation of, or has resulted or will result in the charter creation of any Lien upon any of the properties or byassets 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) ), instrument, order, judgment, decree, statute, law, rule or instrument regulation to which the Company or any of its Subsidiaries is now a party, or result in subject (other than the creation of any Lien on any property or assets of Liens created by 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 subjectSecurity Documents). Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing indebtedness Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charterCharter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of the Companies Company of the type evidenced by the Existing Notes or to be evidenced by the Credit, or (ii) which imposes restrictions on Shelf Notes except as set forth in the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Creditagreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company any Transaction Party nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter 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 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 Notes or the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the charter creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws 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 Credit, Notes or (ii) which imposes restrictions on the granting Indebtedness of Liens by the Companies on otherwise unencumbered assets any Guarantor of the Companies type to be evidenced by any Guaranty Agreement except as security for set forth in the Creditagreements 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, 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, (a) the charter or by-laws (or comparable governing documents) of the Company or any of its Subsidiaries, (b) any award of any arbitrator or (c) any agreement (including any agreement with stockholders) 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 in the case of clauses (b) and (c) as will not singly or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing indebtedness of the Company or such Subsidiaryany of its Subsidiaries, 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 indebtedness of the Companies Company of the type to be evidenced by the Credit, 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 Creditagreements listed in Schedule 5.8 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 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 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 Notes or the other Transaction Documents, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and the other Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter 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 Indebtedness of the Companies Company of the type to be evidenced by the Credit, 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 Guaranty Agreements except as set forth in the Companies agreements listed in Schedule 8G attached hereto (as security for such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the CreditCompany 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 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 CreditCredit Facility, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the CreditCredit Facility.

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 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 charter creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws 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 partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is now a party, or result in subject and 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 subjectwould 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 Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) , by-laws, limited liability company operating agreement or partnership agreement), the violation of which (i) would have a Material Adverse Effect, which 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 Credit, 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 Creditagreements 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 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 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 charter creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws 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 partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is now a party, or result in subject and 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 subjectwould 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 Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) , by-laws, limited liability company operating agreement or partnership agreement), the violation of which (i) would have a Material Adverse Effect, which 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 Credit, 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 Creditagreements 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 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 CreditCredit Facility, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the CreditCredit Facility.

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 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 charter creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws 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 partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is now a party, or result in subject and 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 subjectwould 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 Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) , by-laws, limited liability company operating agreement or partnership agreement), the violation of which (i) would have a Material Adverse Effect, which 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 Credit, 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 CreditCompany and accepted in writing by NYLIM).

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 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 charter creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter, by-laws 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) shareholders, 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 Credit, or Notes except as set forth in the agreements listed in Schedule 8G attached hereto (ii) which imposes restrictions on as such Schedule may be updated pursuant to the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security relevant Request for the CreditPurchase).

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 Private Shelf Notes, nor the offering, issuance and sale of the Private Shelf Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Private Shelf Notes 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 of the Company or such Subsidiaryany of its Subsidiaries, 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 indebtedness of the Companies Company of the type to be evidenced by the Credit, or (ii) which imposes restrictions on Private Shelf Notes except as set forth in the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Creditagreements 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 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 charter, by-laws or operating agreements of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders) or instrument to which the Company or any of its Subsidiaries is now a party, 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 CreditCredit Facility, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the CreditCredit Facility.

Conflicting Agreements and Other Matters. Neither the Company Company, IT nor any of its their respective 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, the Notes, the Warrants, the Amended and Restated Registration Rights Agreement or the Notes1997 Security Documents, nor the offering, issuance and sale of the Notes or the Warrants, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes Notes, the Warrant, the Amended and Restated Registration Rights Agreement and the 1997 Security Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company, IT or any of their respective Subsidiaries pursuant to, the charter or by-laws of the Company Company, IT or any of its their respective Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders) ), instrument, order, judgment, decree, statute, law, rule or instrument regulation to which the Company Company, IT 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 their respective Subsidiaries is subject. Neither the Company , IT nor any of its their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing indebtedness Indebtedness of the Company Company, IT or such SubsidiarySubsidiaries, 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 or IT of the type to be evidenced by the Credit, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the CreditNotes.

Conflicting Agreements and Other Matters. Neither the Company Issuers nor any of its their 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 Private Shelf Notes, nor the offering, issuance and sale of the Private Shelf Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Private Shelf Notes 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 any Issuer or any of its Subsidiaries pursuant to, the charter or by-laws (or comparable governing documents) of the Company any Issuer 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 any Issuer or any of its Subsidiaries is subject. Neither the Company Issuers nor any of its their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing indebtedness of the Company such Issuer or such Subsidiaryany of its Subsidiaries, 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 indebtedness of the Companies Issuers of the type to be evidenced by the Credit, or (ii) which imposes restrictions on Private Shelf Notes except as set forth in the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Creditagreements listed in Schedule 8G attached hereto.