Neither Borrower nor any Guarantor is a party to any agreement or instrument or subject to any restriction which could be reasonably likely to have a Material Adverse Effect. Neither Borrower nor any Guarantor is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower, Guarantor or any of its or their assets is bound. Neither Borrower nor any Guarantor has material financial obligation under any agreement or instrument to which Borrower or any Guarantor is a party or by which Borrower, Guarantor or any of its or their assets is bound, other than (a) obligations incurred in the ordinary course of the operation of the Borrower’s and Guarantors’ business, (b) obligations under the Senior Loan Documents and (c) obligations under this Agreement, the Note and the other Loan Documents. Other than the Senior Loan Documents, and subject to the Intercreditor Agreement, there is no agreement or instrument to which Borrower is a party or by which Borrower is bound that would require the subordination in right of payment of any of Borrower’s obligations hereunder or under the Note to an obligation owed to another party.