No Breaches. There is and has been no material breach of the Sale Agreement by Seller, and there is no event that upon notice or the passage of time, or both, would reasonably be expected to give rise to any material breach by Seller of the Sale Agreement. There is and has been no material breach of the Sale Agreement by Medexus, and there is no event that upon notice or the passage of time, or both, would reasonably be expected to give rise to any such material breach by Medexus. Seller has not received any notice that Seller or Medexus is in default of, or of an intention by Medexus to breach, the Sale Agreement.

A waiver of any right, power or remedy under this Agreement shall be in writing signed by the Party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

Covenant Breaches. Any Loan Party shall # fail to perform or observe any covenant contained in Sections 5.01 (with respect to the existence of the Borrower) and 5.07(a) and Article VI or # fail to perform or observe any other term or covenant set forth in this Agreement or in any other Loan Document which is not covered by [clause (i) above] or any other provision of this Section 7.01 if such failure shall remain unremedied for 30 days after the earlier to occur of any Loan Party obtaining knowledge thereof or receiving notice thereof from the Administrative Agent (including at the request of any Lenderthe Majority [[Organization B:Organization]]);

Other Breaches. The breach by [[Organization A:Organization]] (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within 15 days (or, in the case of Section 6.9, five Business Days) after the chief executive officer, the chief financial officer, the president, the treasurer or any assistant treasurer of [[Organization A:Organization]] obtains actual knowledge of such breach.

Breaches of Covenants. [[Organization B:Organization]] shall fail to observe or perform in any material respect any covenant, obligation, condition or agreement contained in this Note (other than those specified in Section 3(a) above) and such failure shall continue for ten (10) Business Days after [[Organization B:Organization]]'s receipt of written notice by [[Organization A:Organization]] of such failure;

Certain Covenant Breaches. The breach by [[Organization A:Organization]] of any of the terms or provisions of Section 6.2, 6.4 (as to the existence of [[Organization A:Organization]]), 6.10, 6.11, 6.12 or 6.13.

No Consents, Approvals, Violations or Breaches. Neither the execution and delivery of this Agreement by the Sellers, nor the consummation by Sellers of the transactions contemplated herby, will # require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to Sellers, # violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to Sellers or any of Sellers' properties or assets, the violation of which would have a material adverse effect upon Sellers, or # violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mo1tgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Sellers are a party or by which Sellers or any of Sellers' properties or assets may be bound which would have a material adverse effect upon Sellers.

Notice of Medexus Breaches. Promptly, and in any event within five Business Days after Seller becoming aware of a material breach of, or a material alleged breach of, the Sale Agreement by Medexus that relates to the Purchased Receivables, Seller shall promptly (but in any event within five Business Days) provide notice of such breach to Buyer describing in reasonable detail the relevant breach. In addition, Seller shall provide Buyer a copy of any written notice of such breach or such alleged breach of the Sale Agreement that relates to the Purchased Receivables as soon as practicable and in any event not less than five Business Days following such delivery.

Borrower represents and warrants that as of the date hereof no breaches exist under the Settlement Agreement or have occurred prior to the date hereof.

Party B materially breaches the Regulation on Foundation Administration.