Common use of Compliance with Applicable Laws; Litigation Clause in Contracts

Compliance with Applicable Laws; Litigation. (i) Phone, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone and its subsidiaries (the "Phone Permits"), except where the failure to have any such Phone Permits individually or in the aggregate would not have a material adverse effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of Phone, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) PhoneThe Company, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone the Company and its subsidiaries (the "Phone Company Permits")) as presently conducted, except where the for any failure to have any such Phone Permits individually or in the aggregate that would not have reasonably be expected to result in a material adverse effect business impact on Phonethe Company. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone The Company and its subsidiaries are in compliance in all respects with the terms of the Phone Company Permits and all applicable statutes, laws, statutesordinances, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity rules and regulations (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"including the VOI Laws (as defined in Section 8.3)), relating to Phone or its business or properties, except where the for a failure to be in compliance with such Applicable Laws comply that does not have individually or in the aggregate would not have a material adverse effect business impact on Phonethe Company. As Except as set forth in Section 3.1(l) of the date Company Disclosure Schedule, which contains a true, complete and current description of this Agreementany pending and, except to the Company's knowledge, threatened litigation, action, suit, proceeding or investigation, the forum, the parties thereto, the subject matter thereof and the amount of damages claimed or other remedies requested as disclosed in the Phone Filed SEC Documentsof September 30, 2000, no action, demand, charge, requirement or investigation by any Governmental Entity and no litigation, suit, action action, proceeding or proceeding arbitration by any personperson or Governmental Entity, in each case with respect to Phone the Company or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of Phonethe Company, threatened, other thanexcept for any litigation, in each casesuit, those the outcome of which individually action, demand, charge, requirement, investigation, proceeding or in the aggregate arbitration that would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair have a material business impact on the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyCompany. (ii) Neither Phone nor No Company Permit issued in connection with any Phone subsidiary construction of any accommodations and facilities, other improvements and the purchase of any fixtures or equipment, inventory, furnishings or other personalty located in, at, or on accommodations or facilities developed by the Company and its subsidiaries has been suspended or canceled (or is subject threatened to any outstanding orderbe canceled, injunction suspended or decree which materially modified) or has had orexpired, insofar as can be reasonably foreseen, except where the failure to hold such Company Permit would not individually or in the aggregate would haveaggregate, reasonably be expected to have a material adverse effect business impact on Phonethe Company, and, with respect to any such Company Permit expiring prior to March 31, 2001, the Company has no reason to believe that such Company Permits will not be renewed or extended.

Compliance with Applicable Laws; Litigation. (i) PhoneNTL, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone NTL and its subsidiaries (the "Phone NTL Permits"), except where the failure to have any such Phone NTL Permits individually or in the aggregate would not have a material adverse effect on PhoneNTL. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone NTL and its subsidiaries are in compliance with the terms of the Phone NTL Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneNTL. As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone NTL or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneNTL, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub NTL or (B) reasonably be expected to impair in any material way the ability of each of Phone and Merger Sub NTL to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyby this Agreement. (ii) Neither Phone NTL nor any Phone NTL subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, will have a material adverse effect on PhoneNTL.

Compliance with Applicable Laws; Litigation. (i) PhoneDecor, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone Decor and its subsidiaries (the "Phone Decor Permits"), except where the failure to have any such Phone Decor Permits individually or in the aggregate would not have a material adverse effect on PhoneDecor. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone Decor and its subsidiaries are in compliance with the terms of the Phone Decor Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneDecor. As of the date of this Agreement, except as disclosed in the Phone Decor Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone Decor or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)8.3) of PhoneDecor, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub Decor or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub Decor to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyby this Agreement. (ii) Neither Phone Decor nor any Phone Decor subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, will have a material adverse effect on PhoneDecor.

Compliance with Applicable Laws; Litigation. (i) PhoneHBO, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone HBO and its subsidiaries (the "Phone HBO Permits"), ) except where the failure to have any such Phone HBO Permits individually or in the aggregate would not have a material adverse effect on PhoneHBO. Except as specifically disclosed in the Phone HBO SEC Documents filed with the SEC Commission prior to the date hereof, Phone HBO and its subsidiaries are in compliance with the terms of the Phone HBO Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), Laws relating to Phone HBO or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on PhoneHBO. As of the date of this Agreement, except as disclosed in the Phone HBO Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone HBO or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneHBO, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub HBO or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub HBO to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone HBO nor any Phone HBO subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneHBO.

Compliance with Applicable Laws; Litigation. (i) PhoneSince January 1, its subsidiaries 2007, the operations of the Company Entities have not been and employees are not being conducted in violation of any Law (including the Xxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001) or any Permit necessary for the conduct of their respective businesses as currently conducted, except where such violations, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. None of the Company Entities has received any written notice, or has knowledge, of any claim alleging any such violation. (ii) The Company Entities hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required or other persons (“Permits”) necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries (the "Phone Permits")as currently conducted, except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company. Except as specifically disclosed None of the Company Entities has received written notice that any such Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with ordinary course of business, and the SEC prior to the date hereofCompany has no knowledge of any reasonable basis for any such termination, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies modification or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesnonrenewal, except where the failure to be in compliance with for such Applicable Laws terminations, modifications or nonrenewals as, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any such Permit, or result in any termination, modification or nonrenewals thereof, except for such violations, terminations, modifications or nonrenewals thereof as, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. (iii) There is no suit, action or proceeding by or before any Governmental Entity pending or, to the knowledge of the Company, threatened, except for any such suit, action or proceeding that challenges or seeks to prohibit the execution, delivery or performance of this Agreement or any of the transactions contemplated hereby, to which the Company or any Company Subsidiary is a party or against the Company or any Company Subsidiary or any of their properties or assets that would reasonably be expected to have or result in a material adverse effect on the Company. As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and there is no suit, action or proceeding by or before any person, in each case with respect to Phone or any of its subsidiaries or any of their respective properties, is Governmental Entity pending or, to the knowledge (as defined in Section 8.3(e)) of Phonethe Company, threatened, other thanagainst the Company or any Company Subsidiary challenging or seeking to prohibit the execution, in each case, those the outcome delivery or performance of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) Phone, CAX and its subsidiaries and employees Subsidiaries hold all material permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required necessary for the lawful operation of the businesses of Phone CAX and its subsidiaries Subsidiaries, considered as a whole (the "Phone CAX Permits"), and are not in default under the CAX Permits or under applicable statutes, laws, ordinances, rules and regulations, except where the failure to have any hold such Phone CAX Permits or to comply with such statutes, laws, ordinances, rules or regulations or the CAX Permits would not, individually or in the aggregate would not aggregate, have a material adverse effect Material Adverse Effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity CAX. (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on Phone. ii) As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone CAX or any of its subsidiaries Subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)8.3) of PhoneCAX, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect Material Adverse Effect on Phone and Merger Sub CAX or (B) reasonably be expected to materially impair the ability of each of Phone and Merger Sub CAX to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyby this Agreement. (iiiii) Neither Phone CAX nor any Phone subsidiary of its Subsidiaries is subject to any outstanding order, injunction or decree which or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has had or, insofar adopted any resolutions at the request of any Governmental Entity that restricts the conduct of its business or that in any manner relates to its management or its business except as can be reasonably foreseen, would not individually or in the aggregate would havehave a Material Adverse Effect on CAX (each, a material adverse effect on Phone"Regulatory Agreement"), and neither CAX nor any of its Subsidiaries (A) has been advised since January l, 1997 by any Governmental Entity that it is considering issuing or requesting any such Regulatory Agreement or (B) has knowledge of any pending or threatened regulatory investigation.

Compliance with Applicable Laws; Litigation. (i) PhoneJPFI, its subsidiaries and employees hold all permits, licensesli- censes, variances, exemptions, orders, registrations and approvals ap- provals of all Governmental Entities which are required for the operation of the businesses of Phone JPFI and its subsidiaries (the "Phone JPFI Permits"), ) except where the failure to have any such Phone JPFI Permits individually or in the aggregate would not have a mate- rial adverse effect on JPFI. JPFI and its subsidiaries are in compliance with the terms of the JPFI Permits and all ap- plicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on PhoneJPFI. As of the date of this Agreement, except as disclosed in the Phone JPFI Filed SEC Documents, no action, demand, requirement or investigation investi- gation by any Governmental Entity and no suit, action or proceeding pro- ceeding by any person, in each case with respect to Phone JPFI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneJPFI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub JPFI or (B) reasonably be expected to impair the ability of each of Phone and JPFI or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation con- summation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone JPFI nor any Phone JPFI subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneJPFI.

Compliance with Applicable Laws; Litigation. (i) PhoneRSI, its subsidiaries and employees hold all permits, licensesli- censes, variances, exemptions, orders, registrations and approvals ap- provals of all Governmental Entities which are required for the operation of the businesses of Phone RSI and its subsidiaries (the "Phone RSI Permits"), except where the failure to have any such Phone RSI Permits individually or in the aggregate would not have a mate- rial adverse effect on RSI. RSI and its subsidiaries are in compliance with the terms of the RSI Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on PhoneRSI. As of the date of this Agreement, except as disclosed in the Phone RSI Filed SEC DocumentsDocu- ments, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone RSI or any of its subsidiaries subsid- iaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)8.3) of PhoneRSI, threatened, other than, in each case, those the outcome of which individually individu- ally or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub RSI or (B) reasonably be expected to impair the ability abil- ity of each of Phone and Merger Sub RSI to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation con- summation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone RSI nor any Phone RSI subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneRSI.

Compliance with Applicable Laws; Litigation. (i) Phone, AIC and its subsidiaries and employees Subsidiaries hold all material permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required necessary for the lawful operation of the businesses of Phone AIC and its subsidiaries Subsidiaries (the "Phone AIC Permits"), and are not in default under the AIC Permits or under applicable statutes, laws, ordinances, rules and regulations, except where the failure to have any hold such Phone AIC Permits or to comply with such statutes, laws, ordinances, rules or regulations or AIC Permits would not, individually or in the aggregate would not aggregate, have a material adverse effect Material Adverse Effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity AIC. (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on Phone. ii) As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone AIC or any of its subsidiaries Subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneAIC, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect Material Adverse Effect on Phone and Merger Sub AIC or (B) reasonably be expected to materially impair the ability of each of Phone and Merger Sub AIC to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyby this Agreement. (iiiii) Neither Phone AIC nor any Phone subsidiary of its Subsidiaries is subject to any outstanding orderRegulatory Agreement, injunction and neither AIC nor any of its Subsidiaries (A) has been advised since January l, 1997 by any Governmental Entity that it is considering issuing or decree which requesting any such Regulatory Agreement or (B) has had or, insofar as can be reasonably foreseen, individually knowledge of any pending or in the aggregate would have, a material adverse effect on Phonethreatened regulatory investigation.

Compliance with Applicable Laws; Litigation. (i) PhoneRSI, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone RSI and its subsidiaries (the "Phone RSI Permits"), except where the failure to have any such Phone RSI Permits individually or in the aggregate would not have a material adverse effect on PhoneRSI. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone RSI and its subsidiaries are in compliance with the terms of the Phone RSI Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneRSI. As of the date of this Agreement, except as disclosed in the Phone RSI Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone RSI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)8.3) of PhoneRSI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub RSI or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub RSI to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone RSI nor any Phone RSI subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneRSI.

Compliance with Applicable Laws; Litigation. (i) PhoneJPFI, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone JPFI and its subsidiaries (the "Phone JPFI Permits"), ) except where the failure to have any such Phone JPFI Permits individually or in the aggregate would not have a material adverse effect on PhoneJPFI. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone JPFI and its subsidiaries are in compliance with the terms of the Phone JPFI Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneJPFI. As of the date of this Agreement, except as disclosed in the Phone JPFI Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone JPFI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneJPFI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub JPFI or (B) reasonably be expected to impair the ability of each of Phone and JPFI or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone JPFI nor any Phone JPFI subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneJPFI.

Compliance with Applicable Laws; Litigation. (i) PhoneSince January 1, its subsidiaries 2007, the operations of the Parent Entities have not been and employees are not being conducted in violation of any Law (including the Xxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001) or any Permit necessary for the conduct of their respective businesses as currently conducted, except where such violations, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on Parent. None of the Parent Entities has received any written notice, or has knowledge, of any claim alleging any such violation. (ii) The Parent Entities hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required Permits necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries (the "Phone Permits")as currently conducted, except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on PhoneParent. Except as specifically disclosed None of the Parent Entities has received written notice that any such Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with the SEC prior to the date hereofordinary course of business, Phone and its subsidiaries are in compliance with the terms Parent has no knowledge of the Phone Permits and all applicable lawsany reasonable basis for any such termination, statutes, orders, rules, regulations, policies modification or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesnonrenewal, except where the failure to be in compliance with for such Applicable Laws terminations, modifications or nonrenewals as, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on PhoneParent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any such Permit, or result in any termination, modification or nonrenewals thereof, except for such violations, terminations, modifications or nonrenewals thereof as, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on Parent. (iii) There is no suit, action or proceeding by or before any Governmental Entity pending or, to the knowledge of Parent, threatened, except for any such suit, action or proceeding that challenges or seeks to prohibit the execution, delivery or performance of this Agreement or any of the transactions contemplated hereby, to which Parent or any Parent Subsidiary is a party or against Parent or any Parent Subsidiary or any of their properties or assets that would reasonably be expected to have or result in a material adverse effect on Parent. As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and there is no suit, action or proceeding by or before any person, in each case with respect to Phone or any of its subsidiaries or any of their respective properties, is Governmental Entity pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneParent, threatened, other thanagainst Parent or any Parent Subsidiary challenging or seeking to prohibit the execution, in each case, those the outcome delivery or performance of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) PhoneHalis, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone Halis and its subsidiaries (the "Phone Halis Permits"), ) except where the failure to have any such Phone Halis Permits individually or in the aggregate would not have a material adverse effect on PhoneHalis. Except as specifically disclosed in the Phone Halis SEC Documents filed with the SEC Commission prior to the date hereof, Phone Halis and its subsidiaries are in compliance with the terms of the Phone Halis Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), Laws relating to Phone Halis or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on PhoneHalis. As of the date of this Agreement, except as disclosed in the Phone Halis Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone Halis or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneHalis, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub Halis or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub Halis to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone Halis nor any Phone Halis subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneHalis.

Compliance with Applicable Laws; Litigation. (i) PhoneParent, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone Parent and its subsidiaries (the "Phone Parent Permits"), except where the failure to have any such Phone Permits individually or in the aggregate would not have a material adverse effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone Parent and its subsidiaries are in compliance with the terms of the Phone Parent Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on Phone. As of the date of this Agreement, except as disclosed in Parent SEC Documents or set forth in Section 3.4(h) of the Phone Filed SEC DocumentsParent Disclosure Schedule, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone Parent or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneParent, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub Parent to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyby this Agreement. (ii) Neither Phone Parent nor any Phone subsidiary of its subsidiaries is subject to any outstanding order, injunction or decree which or is a party to any Regulatory Agreement, nor has had orParent or any of its subsidiaries or affiliates (A) been advised since January 1, insofar as can be reasonably foreseen1996 by any Governmental Entity that it is considering issuing or requesting any such Regulatory Agreement or (B) have knowledge of any pending or threatened regulatory investigation. After the date of this Agreement, individually or no matters referred to in the aggregate would have, a material adverse effect on Phonethis Section 3.4(h) shall have arisen.

Compliance with Applicable Laws; Litigation. (i) PhoneThe Company, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone the Company and its subsidiaries (the "Phone Company Permits"), except where the failure to have any such Phone Company Permits individually or in the aggregate would not have a material adverse effect on Phonethe Company. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone The Company and its subsidiaries are in compliance in all respects with the terms of the Phone Company Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on Phonethe Company. As of the date of this Agreement, except Except as disclosed in the Phone Company Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action action, proceeding or proceeding arbitration by any personperson or Governmental Entity, in each case with respect to Phone the Company or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)) of Phonethe Company, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) have a material adverse effect on Phone and Merger Sub the Company or (Bii) reasonably be expected to impair the ability of each of Phone and Merger Sub the Company to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyby this Agreement. (ii) Neither Phone The business and operations of the Company Insurance Subsidiaries have been conducted in compliance in all respects with all applicable statutes, laws and regulations regulating the business of insurance and all applicable orders and directives of insurance regulatory authorities and market conduct recommendations resulting from market conduct examinations of insurance regulatory authorities (collectively, "Insurance Laws"), except where the failure so to comply individually or in the aggregate would not have a material adverse effect on the Company. Notwithstanding the generality of the foregoing, except where the failure to do so would not, individually or in the aggregate, have a material adverse effect on the Company, each Company Insurance Subsidiary and, to the knowledge of the Company, its agents have marketed, sold and issued insurance products in compliance, in all respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all applicable prohibitions against "redlining" or withdrawal of business lines, (ii) all applicable requirements relating to the disclosure of the nature of insurance products as policies of insurance and (iii) all applicable requirements relating to insurance product projections and illustrations. In addition, (i) there is no pending or, to the knowledge of the Company, threatened charge by any insurance regulatory authority that any of the Company Insurance Subsidiaries has violated, nor any Phone subsidiary pending or, to the knowledge of the Company, threatened investigation by any insurance regulatory authority with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, have a material adverse effect on the Company; and (ii) the Company Insurance Subsidiaries have filed and will file all notices and reports required to be filed with any insurance regulatory authority, except for such notices and reports as to which the failure to file would have a material adverse effect on the Company. (iii) Except as otherwise applicable to similarly situated companies generally, neither the Company nor any of its subsidiaries is subject to any outstanding order, injunction or decree which has had or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or, insofar except as can would not have a material adverse effect on the Company, is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any resolutions at the request of any Governmental Entity that restricts in any respect the conduct of its business or, except as would not have a material adverse effect on the Company, that in any manner relates to its capital adequacy, its policies, its management or its business (each, a "Company Regulatory Agreement"), nor has the Company or any of its subsidiaries or affiliates (as defined in Section 8.3) (A) been advised since January 1, 2000 by any Governmental Entity that it is considering issuing or requesting any such Company Regulatory Agreement or (B) have knowledge of any pending or threatened regulatory investigation. (iv) Each of the Company's insured depository institution subsidiaries is "well-capitalized" (as that term is defined at 12 C.F.R. 225.2(r)(2)(i)) and "well managed" (as that term is defined at 12 C.F.R. 225.81(c)), and each institution's examination rating under the Community Reinvestment Act of 1977 is satisfactory or outstanding. (v) The business and operations of the Company and the Company Finance Subsidiaries have been conducted in compliance in all material respects with all applicable statutes and regulations regulating the business of consumer lending, including state usury laws, the Truth in Lending Act, the Real Estate Settlement Procedures Act, the Consumer Credit Protection Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Homeowners Ownership and Equity Protection Act, the Fair Debt Collections Act and other federal, state, local and foreign laws regulating lending ("Finance Laws"), and have complied in all material respects with all applicable collection practices in seeking payment under any loan or credit extension of such subsidiaries. In addition, there is no pending or, to the knowledge of the Company, threatened charge by any Governmental Entity that any of the Company Finance Subsidiaries has violated, nor any pending or, to the knowledge of the Company, threatened investigation by any Governmental Entity with respect to possible violations of, any applicable Finance Laws where such violations would, individually or in the aggregate, have a material adverse effect on the Company. (vi) Except for filings with the SEC, which are the subject of Section 3.1(e)(i) and filings relating to insurance matters, which are the subject of Section 3.1(e)(ii), the Company and each of its subsidiaries have timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be reasonably foreseenmade with respect thereto, that they were required to file since January 1, 2000 with (A) any Governmental Entity, and have timely paid all taxes, fees and assessments due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would have, not have a material adverse effect on Phonethe Company. There is no material unresolved violation or exception by any of such Governmental Entities with respect to any report or statement relating to any examinations of the Company or any of its subsidiaries.

Compliance with Applicable Laws; Litigation. (i) PhoneThe operations of the Company Entities have not been since January 1, its subsidiaries 2006 and employees are not being conducted in violation of any Law (including the Xxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001) or any Permit necessary for the conduct of their respective businesses as currently conducted, except where such violations, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. None of the Company Entities has received any written notice, or has knowledge of any claim, alleging any such violation. (ii) The Company Entities hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required or other persons (“Permits”) necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries (the "Phone Permits")as currently conducted, except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company. Except as specifically disclosed None of the Company Entities has received written notice that any such Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with ordinary course of business, and the SEC prior to the date hereofCompany has no knowledge of any reasonable basis for any such termination, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies modification or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesnonrenewal, except where the failure to be in compliance with for such Applicable Laws terminations, modifications or nonrenewals as, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company. As The execution, delivery and performance of this Agreement and the consummation of the date of this Agreementtransactions contemplated hereby do not and will not violate any such Permit, or result in any termination, modification or nonrenewals thereof, except as disclosed for such violations, terminations, modifications or nonrenewals thereof as, individually or in the Phone Filed SEC Documentsaggregate, no action, demand, requirement would not reasonably be expected to have or investigation by any Governmental Entity and result in a material adverse effect on the Company. (iii) There is no suit, action or proceeding by or before any personGovernmental Entity pending (or, in each case with respect to Phone the knowledge of the Company, threatened), except for any such suit, action or proceeding that challenges or seeks to prohibit the execution, delivery or performance of this Agreement or any of its subsidiaries the transactions contemplated hereby, to which the Company or any Company Subsidiary is a party or against the Company or any Company Subsidiary or any of their respective propertiesproperties or assets that would reasonably be expected to have or result in a material adverse effect on the Company. As of the date hereof, there is no suit, action or proceeding by or before any Governmental Entity pending or, to the knowledge (as defined in Section 8.3(e)) of Phonethe Company, threatened, other thanagainst the Company or any Company Subsidiary challenging or seeking to prohibit the execution, in each case, those the outcome of which individually delivery or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under performance this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) PhoneParent, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone Parent and its subsidiaries (the "Phone Parent Permits"), except where the failure to have any such Phone Parent Permits individually or in the aggregate would not have a material adverse effect on PhoneParent. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone Parent and its subsidiaries are in compliance in all respects with the terms of the Phone Parent Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneParent. As of the date of this Agreement, except as disclosed in the Phone Parent Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action action, proceeding or proceeding arbitration by any personperson or Governmental Entity, in each case with respect to Phone Parent or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneParent, threatened, other than, in each case, those the outcome of which which, individually or in the aggregate aggregate, would not (Ai) have a material adverse effect on Phone and Merger Sub Parent or (Bii) reasonably be expected to impair the ability of each of Phone and Merger Sub Parent to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyby this Agreement. (ii) Neither Phone Except as otherwise applicable to similarly situated companies generally, neither Parent nor any Phone subsidiary of its subsidiaries is subject to any outstanding order, injunction or decree which has had or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or, insofar except as can be reasonably foreseen, individually or in the aggregate would have, not have a material adverse effect on PhoneParent, is subject to any order or directive by, or is a recipient of any supervisory letter from or has adopted any resolutions at the request of any Governmental Entity that restricts in any material respect the conduct of its business or, except as would not have a material adverse effect on Parent, that in any manner relates to its capital adequacy, its policies, its management or its business (each, a "Parent Regulatory Agreement"), nor has Parent or any of its subsidiaries or affiliates (A) been advised since January 1, 2000 by any Governmental Entity that it is considering issuing or requesting any such Parent Regulatory Agreement or (B) have knowledge of any pending or threatened regulatory investigation.

Compliance with Applicable Laws; Litigation. (i) PhoneCiticorp, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone Citicorp and its subsidiaries (collectively, the "Phone Citicorp Permits"), except where the failure to have any such Phone Citicorp Permits individually or in the aggregate would not have a material adverse effect on PhoneCiticorp. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone Citicorp and its subsidiaries are in compliance with the terms of the Phone Citicorp Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneCiticorp. As of the date of this Agreement, except as disclosed in the Phone Citicorp Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone Citicorp or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)8.03) of PhoneCiticorp, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) reasonably be expected to have a material adverse effect on Phone and Merger Sub Citicorp or (Bii) reasonably be expected to materially impair or delay the ability of each of Phone and Merger Sub Citicorp to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyAgreement. (ii) Neither Phone Except as would not have a material adverse effect on Citicorp, neither Citicorp nor any Phone subsidiary of its subsidiaries is subject to any outstanding order, injunction or decree which or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any supervisory letter from or has had oradopted any resolutions at the request of any Governmental Entity that restricts in any material respect the conduct of its business or that in any manner relates to its capital adequacy, insofar its credit policies, its management or its business (each, a "Regulatory Agreement"), nor has Citicorp or any of its subsidiaries or affiliates (as can be reasonably foreseendefined in Section 8.03) been advised since January 1, individually 1995 by any Governmental Entity that it is considering issuing or in the aggregate requesting any such Regulatory Agreement that would have, have a material adverse effect on PhoneCiticorp. After the date of this Agreement, no matters referred to in this Section 3.01(h)(ii) shall have arisen.

Compliance with Applicable Laws; Litigation. (i) Phone, The Company and its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone the Company and its subsidiaries as currently conducted (collectively, the "Phone Company Permits"), except where the failure to have any such Phone Company Permits individually or in the aggregate would not have have, or reasonably be expected to have, a material adverse effect on Phonethe Company. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone The Company and its subsidiaries are in compliance with the terms of the Phone Company Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have have, or reasonably be expected to have, a material adverse effect on Phonethe Company. As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no No action, demand, injunction, decree, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone the Company or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)8.03) of Phonethe Company, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) have a material adverse effect on Phone and Merger Sub have, or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phonethe Company or (ii) reasonably be expected to materially impair or delay the ability of the Company to perform its obligations under this Agreement. As of the date of this Agreement, there is no suit, action or proceeding by any person pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries which questions the validity of this Agreement, the Offer or the Merger or any action to be taken by the Company or any of its stockholders in connection with the consummation of the Transactions.

Compliance with Applicable Laws; Litigation. (i) PhoneTravelers, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone Travelers and its subsidiaries (collectively, the "Phone Travelers Permits"), ) except where the failure to have any such Phone Travelers Permits individually or in the aggregate would not have a material adverse effect on PhoneTravelers. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone Travelers and its subsidiaries are in compliance with the terms of the Phone Travelers Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneTravelers. As of the date of this Agreement, except as disclosed in the Phone Travelers Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone Travelers or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneTravelers, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) reasonably be expected to have a material adverse effect on Phone and Merger Sub Travelers or (Bii) reasonably be expected to materially impair or delay the ability of each of Phone and Merger Sub Travelers to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyAgreement. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar Except as can be reasonably foreseen, individually or in the aggregate would have, not have a material adverse effect on PhoneTravelers, neither Travelers nor any of its subsidiaries is subject to any Regulatory Agreement, nor has Travelers or any of its subsidiaries or affiliates been advised since January 1, 1995 by any Governmental Entity that it is considering issuing or requesting any such Regulatory Agreement that would have a material adverse effect on Travelers. After the date of this Agreement, no matters referred to in this Section 3.02(h)(ii) shall have arisen.

Compliance with Applicable Laws; Litigation. (i) PhoneHealthWatch, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone HealthWatch and its subsidiaries (the "Phone HealthWatch Permits"), except where the failure to have any such Phone HealthWatch Permits individually or in the aggregate would not have a material adverse effect on PhoneHealthWatch. Except as specifically disclosed in the Phone HealthWatch SEC Documents filed with the SEC Commission prior to the date hereof, Phone HealthWatch and its subsidiaries are in compliance with the terms of the Phone HealthWatch Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws")Entity, relating to Phone HealthWatch or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on PhoneHealthWatch. As of the date of this Agreement, except as disclosed in the Phone HealthWatch Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone HealthWatch or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)8.3) of PhoneHealthWatch, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub HealthWatch or (B) reasonably be expected to impair the ability of each of Phone and HealthWatch or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone HealthWatch nor any Phone HealthWatch subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneHealthWatch. (iii) Although not a Governmental Entity, Nasdaq has required HealthWatch to hold an annual shareholders meeting no later than June 30, 2000 to maintain its SmallCap listing.

Compliance with Applicable Laws; Litigation. (i) PhoneHCIA, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone HCIA and its subsidiaries (the "Phone HCIA Permits"), ) except where the failure to have any such Phone HCIA Permits individually or in the aggregate would not have a material adverse effect on Phone. HCIA. (ii) Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereofHCIA Disclosure Schedule, Phone HCIA and its subsidiaries are in compliance with the terms of the Phone HCIA Permits and all applicable local, state, federal and foreign laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity and ordinances (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, collectively "Applicable Laws"), ) relating to Phone HCIA and its subsidiaries or its business their businesses or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on PhoneHCIA or any of its subsidiaries. As of the date of this Agreement, except as disclosed in the Phone Filed SEC DocumentsHCIA Disclosure Schedule, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone HCIA or any of its subsidiaries or any of their respective properties, is pending or, to the best knowledge (as defined in Section 8.3(e)) of PhoneHCIA, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub HCIA or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub HCIA to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. (iiiii) Neither Phone HCIA nor any Phone HCIA subsidiary is subject to any outstanding order, injunction injunction, judgment or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneHCIA.

Compliance with Applicable Laws; Litigation. (i) PhoneThe Company and the Company Subsidiaries have been, its subsidiaries since September 30, 2009, and employees are in compliance with all Laws applicable to the Company and the Company Subsidiaries and have not received any written notice of non-compliance with respect to any Law, except to the extent that any non-compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since September 30, 2009, neither the Company nor any Company Subsidiary has conducted any internal investigation with respect to any actual, potential or alleged material violation of any Law or Company or Company Subsidiary policy by any director, officer or employee. To the knowledge of the Company, neither the Company nor any Company Subsidiary (nor any of their respective directors, officers, employees, agents, representatives or distributors with respect to the Company or a Company Subsidiary) has been since September 30, 2009 or is the subject of any material investigation by any Governmental Entity. (ii) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company, any Company Subsidiary or any of their respective predecessors, nor any director, officer, agent or employee of the Company or any Company Subsidiary, nor, to the knowledge of the Company, consultants, agents, representatives or any other person associated with or acting on their behalf, have directly or indirectly, (A) made, promised, offered, or authorized (1) any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, directly or indirectly, to any government official, employee or agent, political party or any official of such party, or political candidate, or (2) any unlawful bribe, rebate, influence payment, kickback or similar unlawful payment, or (B) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of the Company Subsidiaries in any jurisdiction outside the United States. (iii) The Company and the Company Subsidiaries hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required (“Permits”) necessary for the operation conduct of the their businesses of Phone and its subsidiaries (the "Phone Permits")as currently conducted, except where the for any failure to have any hold such Phone Permits that would not reasonably be expected to have, individually or in the aggregate aggregate, a Company Material Adverse Effect. To the knowledge of the Company, neither the Company nor any Company Subsidiary has received written notice that any Permit will be terminated or modified or cannot be renewed in the ordinary course of business, except for any terminations, modifications or nonrenewals that would not have a material adverse effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior reasonably be expected to the date hereofhave, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate aggregate, a Company Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the Merger do not and will not violate any Permit, or result in any termination, modification or nonrenewal thereof, except for such violations, terminations, modifications or nonrenewals thereof that would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on PhoneCompany Material Adverse Effect. (iv) As of the date of this Agreement, there is no suit, action or proceeding by or before any Governmental Entity pending or, to the knowledge of the Company, threatened against the Company challenging or seeking to prohibit the execution, delivery or performance of this Agreement or any of the transactions contemplated hereby. As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documentsthere is no other suit, no action, demandarbitration, requirement or alternative dispute resolution action, proceeding or, to the Company’s knowledge, investigation by any a Governmental Entity and no suit(whether civil, action criminal or proceeding by any personadministrative), involving an amount in each case with respect excess of $250,000 or which is otherwise material to Phone or any of its subsidiaries or any of their respective propertiesthe Company, is pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary or any of their properties or assets (as defined in Section 8.3(e)) or to the Company’s knowledge, any director or officer of Phone, threatened, other than, in each case, those the outcome of which individually Company or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby Company Subsidiaries in such capacity as director or thereby. (ii) officer). Neither Phone the Company nor any Phone subsidiary of the Company Subsidiaries nor any of their respective properties or assets is subject to any outstanding orderorders, injunction writs, injunctions or decree which has had or, insofar as can decrees that would reasonably be reasonably foreseenexpected to have, individually or in the aggregate would haveaggregate, a material adverse effect on PhoneCompany Material Adverse Effect. Notwithstanding anything to the contrary in this Section 3.1(k), no representation or warranty is made in this Section 3.1(k) in respect of the matters referenced in Section 3.1(g) or in respect of environmental, Tax, employee benefits or employee relations matters.

Compliance with Applicable Laws; Litigation. (i) PhoneAcquiror, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone Acquiror and its subsidiaries (collectively, the "Phone Acquiror Permits"), ) except where the failure to have any such Phone Acquiror Permits individually or in the aggregate would not have a material adverse effect on PhoneAcquiror. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone Acquiror and its subsidiaries are in compliance with the terms of the Phone Acquiror Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneAcquiror. As of the date of this Agreement, except as disclosed in the Phone Acquiror Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone Acquiror or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneAcquiror, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) reasonably be expected to have a material adverse effect on Phone and Merger Sub Acquiror or (Bii) reasonably be expected to materially impair or delay the ability of each of Phone and Acquiror or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyAgreement. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) PhoneThe operations of the Company and each Company Subsidiary since January 1, its subsidiaries 2003, have not been and employees are not being conducted in violation of any law, regulation of any Governmental Entity or any Permit applicable to or held by (as the case may be) the Company or any Company Subsidiary, except where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Company. Since January 1, 2003, neither the Company nor any Company Subsidiary has received any written notice alleging any such violation, except where such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in default under or in violation of any of the rules and regulations of VISA U.S.A., Inc., VISA International, Inc., MasterCard International, Inc. and any successor organizations or associations, except where such default or violation would not reasonably be expected to result in a Material Adverse Effect on the Company. (ii) The Company and each Company Subsidiary hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries as currently conducted (the "Phone Permits"), except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, would not have reasonably be expected to result in a material adverse effect Material Adverse Effect on Phonethe Company. Except as specifically disclosed Since January 1, 2003, neither the Company nor any Company Subsidiary has received written notice that any Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with the SEC prior to the date hereofordinary course of business except for such terminations, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable lawsmodifications or nonrenewals as, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate aggregate, would not have or result in a material adverse effect Material Adverse Effect on Phone. the Company. (iii) As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, there is no action, demand, requirement or investigation by any a Governmental Entity and no suitor litigation, action arbitration, or administrative proceeding by any person, in each case with respect to Phone or any of its subsidiaries or any of their respective properties, is pending against or, to the knowledge (of the Company, threatened against the Company or any Company Subsidiary as defined in Section 8.3(e)) of Phonethe date of this Agreement that, threatenedif decided adversely to such person, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair result in a Material Adverse Effect on the ability of each of Phone and Merger Sub Company, or that seeks to perform its obligations under this Agreement enjoin or the Option Agreements or prevent or materially delay otherwise challenges the consummation of any of the transactions contemplated hereby or thereby. (ii) by this Agreement. Neither Phone the Company nor any Phone subsidiary Company Subsidiary is a party to or subject to the provisions of any outstanding judgment, order, writ, injunction or decree which has had or, insofar as can be reasonably foreseenof any Governmental Entity which, individually or in the aggregate aggregate, would havereasonably be expected to result in a Material Adverse Effect on the Company. (iv) A list of all pending litigation, a proceedings or investigations against the Company or any Company Subsidiary involving amounts in excess of $100,000, is included in Section 3.1(g)(iv) of the Company Disclosure Letter. (v) The Company and each of its officers and directors have complied in all material adverse effect on Phonerespects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such Act or the Exchange Act ("Xxxxxxxx-Xxxxx") and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. The Company has previously disclosed to Parent any of the information required to be disclosed by the Company and certain of its officers to the Company's Board of Directors or any committee thereof pursuant to the certification requirements contained in Form 10-K and Form 10-Q under the Exchange Act. Since the enactment of Xxxxxxxx-Xxxxx, neither the Company nor any of its affiliates has made any loans to any executive officer or director of the Company in violation of Section 402 of Xxxxxxxx-Xxxxx. Section 3.1(g)(v) of the Company Disclosure Letter lists all outstanding loans from the Company to any officer or director of the Company.

Compliance with Applicable Laws; Litigation. (i) Phone, its subsidiaries and employees hold The Company holds all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses business of Phone and its subsidiaries the Company (collectively, the "Phone Company Permits"), except where the failure to have any such Phone Company Permits individually or in the aggregate would not have a material adverse effect on PhoneMaterial Adverse Effect. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are The Company is in compliance with the terms of the Phone Company Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesLegal Requirements, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a Material Adverse Effect. The Company is, or will timely be in all material adverse effect respects, in compliance with all current and proposed listing and corporate governance requirements of the Nasdaq Stock Market, and is in compliance in all material respects, and will continue to remain in compliance through the Closing, with all rules, regulations, and requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC. (ii) The Company has furnished Acquiror copies of (a) all attorney responses to the request of the independent auditors for the Company with respect to loss contingencies as of December 31, 2002 and to loss contingencies as of December 31, 2003 in connection with the Company's financial statements, and (b) a written list of legal and regulatory proceedings filed against the Company which are pending (including matters which are on Phone. As appeal or have not been fully funded, and administrative matters that may be closed but with respect to which the applicable statute of limitations has not run) as of the date of this Agreement. There are no actions, except as disclosed suits, investigations, complaints or proceedings (including any proceedings in the Phone Filed SEC Documentsarbitration) pending (including matters which are on appeal or have not been fully funded, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case administrative matters that may be closed but with respect to Phone which the applicable statute of limitations has not run) or, to the Knowledge of the Company, threatened against the Company or any of its subsidiaries officers, directors, employees, agents, at law or in equity, in any court or before any Governmental Entity, including, without limitation, whistleblower claims, except actions, suits, investigations, complaints or proceedings that are set forth on SECTION 3.1(i)(ii) of their respective propertiesthe Company Disclosure Schedule. Except as set forth in SECTION 3.1(i)(ii) of the Company Disclosure Schedule, is there are no actions, suits, investigations, complaints or proceedings (including any proceedings in arbitration) pending or, to the knowledge (Knowledge of the Company, threatened against the Company, at law or in equity, in any court or before any Governmental Entity, by persons alleging violation of the provisions of the Rental Purchase Agreements, rent-to-own statutes or any other consumer protection law. None of the Company, its officers or employees, or to the Company's Knowledge, contractors, subcontractors or agents have knowingly, with the intent to retaliate, taken any action harmful to any person, including interference with the lawful employment or livelihood of such person, because such individual provided to a law enforcement officer or supervisor any truthful information relating to the commission or possible commission of any federal or state offense. Except as defined set forth in Section 8.3(e)SECTION 3.1(i)(ii) of Phonethe Company Disclosure Schedule, threatenedthere are no actions, other thansuits, investigations, complaints or proceedings (including any proceedings in arbitration) pending or, to the Knowledge of the Company, threatened against the Company or any of its officers, directors, employees, agents, at law or in equity, in each caseany court or before any Governmental Entity, those by persons alleging violations of federal or state laws respecting employment, including but not limited to, gender, race, disability, national origin or age discrimination, violations of the outcome Occupational Safety and Health Act of which individually or in the aggregate would not (A) have a material adverse effect on Phone 1970, as amended, Family and Merger Sub or (B) reasonably be expected to impair the ability Medical Leave Act of each 1993, as amended, terms and conditions of Phone and Merger Sub to perform its obligations under this Agreement employment or the Option Agreements federal or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebystate Legal Requirements regarding wages and hours. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) PhoneJPFI, its ------------------------------------------- subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone JPFI and its subsidiaries (the "Phone JPFI Permits"), ) except where the failure to have any such Phone JPFI Permits individually or in the aggregate would not have a material adverse effect on PhoneJPFI. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone JPFI and its subsidiaries are in compliance with the terms of the Phone JPFI Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneJPFI. As of the date of this Agreement, except as disclosed in the Phone JPFI Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone JPFI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneJPFI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub JPFI or (B) reasonably be expected to impair the ability of each of Phone and JPFI or Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone JPFI nor any Phone JPFI subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneJPFI.

Compliance with Applicable Laws; Litigation. (ia) Phone, The Company and its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which that are required for the operation of the businesses of Phone the Company and its subsidiaries as currently conducted (collectively, the "Phone Company Permits"), except where the failure to have any such Phone Company Permits individually or in the aggregate would not have have, or reasonably be expected to have, a material adverse effect on Phonethe Company. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone The Company and its subsidiaries are in compliance with the terms of the Phone Company Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have have, or reasonably be expected to have, a material adverse effect on Phonethe Company. As None of the date Company, any of this Agreementits subsidiaries or to the knowledge of the Company any of their respective directors, except officers, employees, agents or representatives has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as disclosed in the Phone Filed SEC Documentsamended, no or (iii) made any other unlawful payment. (b) No action, demand, injunction, decree, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone the Company or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)9.03) of Phonethe Company, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) have have, or reasonably be expected to have, a material adverse effect on Phone and Merger Sub the Company or (Bii) reasonably be expected to materially impair or delay the ability of each of Phone and Merger Sub the Company to perform its obligations under this Agreement or the Stock Option Agreements Agreement. As of the date of this Agreement, there is no suit, action or prevent proceeding by any person pending or, to the knowledge of the Company, threatened against or materially delay affecting the Company or any of its subsidiaries that questions the validity of this Agreement, the Stock Option Agreement, the Stockholders Agreement, the Offer or the Merger or any action to be taken by the Company or any of its stockholders in connection with the consummation of any of the transactions contemplated hereby or therebyTransactions. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) PhoneHCIA, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone HCIA and its subsidiaries (the "Phone HCIA Permits"), ) except where the failure to have any such Phone HCIA Permits individually or in the aggregate would not have a material adverse effect on Phone. HCIA. (ii) Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereofHCIA Disclosure Schedule, Phone HCIA and its subsidiaries are in compliance with the terms of the Phone HCIA Permits and all applicable local, state, federal and foreign laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity and ordinances (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, collectively "Applicable Laws"), ) relating to Phone HCIA and its subsidiaries or its business their businesses or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on PhoneHCIA or any of its subsidiaries. As of the date of this AgreementAugust 11, 1999, except as disclosed in the Phone Filed SEC DocumentsHCIA Disclosure Schedule, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone HCIA or any of its subsidiaries or any of their respective properties, is pending or, to the best knowledge (as defined in Section 8.3(e)) of PhoneHCIA, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub HCIA or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub HCIA to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. (iiiii) Neither Phone HCIA nor any Phone HCIA subsidiary is subject to any outstanding order, injunction injunction, judgment or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneHCIA.

Compliance with Applicable Laws; Litigation. (i) Phone, its subsidiaries and employees hold The Company holds all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses business of Phone and its subsidiaries the Company (collectively, the "Phone “Company Permits"”), except where the failure to have any such Phone Company Permits individually or in the aggregate would not have a material adverse effect on PhoneMaterial Adverse Effect. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are The Company is in compliance with the terms of the Phone Company Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesLegal Requirements, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a Material Adverse Effect. The Company is, or will timely be in all material adverse effect respects, in compliance with all current and proposed listing and corporate governance requirements of the Nasdaq Stock Market, and is in compliance in all material respects, and will continue to remain in compliance through the Closing, with all rules, regulations, and requirements of the Sxxxxxxx-Xxxxx Act of 2002 and the SEC. (ii) The Company has furnished Acquiror copies of (a) all attorney responses to the request of the independent auditors for the Company with respect to loss contingencies as of December 31, 2002 and to loss contingencies as of December 31, 2003 in connection with the Company’s financial statements, and (b) a written list of legal and regulatory proceedings filed against the Company which are pending (including matters which are on Phone. As appeal or have not been fully funded, and administrative matters that may be closed but with respect to which the applicable statute of limitations has not run) as of the date of this Agreement. There are no actions, except as disclosed suits, investigations, complaints or proceedings (including any proceedings in the Phone Filed SEC Documentsarbitration) pending (including matters which are on appeal or have not been fully funded, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case administrative matters that may be closed but with respect to Phone which the applicable statute of limitations has not run) or, to the Knowledge of the Company, threatened against the Company or any of its subsidiaries officers, directors, employees, agents, at law or in equity, in any court or before any Governmental Entity, including, without limitation, whistleblower claims, except actions, suits, investigations, complaints or proceedings that are set forth on Section 3.1(i)(ii) of their respective propertiesthe Company Disclosure Schedule. Except as set forth in Section 3.1(i)(ii) of the Company Disclosure Schedule, is there are no actions, suits, investigations, complaints or proceedings (including any proceedings in arbitration) pending or, to the knowledge (Knowledge of the Company, threatened against the Company, at law or in equity, in any court or before any Governmental Entity, by persons alleging violation of the provisions of the Rental Purchase Agreements, rent-to-own statutes or any other consumer protection law. None of the Company, its officers or employees, or to the Company’s Knowledge, contractors, subcontractors or agents have knowingly, with the intent to retaliate, taken any action harmful to any person, including interference with the lawful employment or livelihood of such person, because such individual provided to a law enforcement officer or supervisor any truthful information relating to the commission or possible commission of any federal or state offense. Except as defined set forth in Section 8.3(e)3.1(i)(ii) of Phonethe Company Disclosure Schedule, threatenedthere are no actions, other thansuits, investigations, complaints or proceedings (including any proceedings in arbitration) pending or, to the Knowledge of the Company, threatened against the Company or any of its officers, directors, employees, agents, at law or in equity, in each caseany court or before any Governmental Entity, those by persons alleging violations of federal or state laws respecting employment, including but not limited to, gender, race, disability, national origin or age discrimination, violations of the outcome Occupational Safety and Health Act of which individually or in the aggregate would not (A) have a material adverse effect on Phone 1970, as amended, Family and Merger Sub or (B) reasonably be expected to impair the ability Medical Leave Act of each 1993, as amended, terms and conditions of Phone and Merger Sub to perform its obligations under this Agreement employment or the Option Agreements federal or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebystate Legal Requirements regarding wages and hours. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) PhoneThe operations of the Company Entities have not been and are not being conducted in violation of any Law (including, its subsidiaries but not limited to, the Xxxxxxxx-Xxxxx Act of 2002 and employees the USA PATRIOT Act of 2001) or any Permit, except where such violations, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. None of the Company Entities has received any written notice, or has knowledge of any claim, alleging any such violation. (ii) The Company Entities hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required or other persons necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries as currently conducted (the "Phone “Permits"”), except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company. Except as specifically disclosed None of the Company Entities has received written notice that any Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with ordinary course of business, and the SEC prior to the date hereofCompany has no knowledge of any reasonable basis for any such termination, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies modification or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesnonrenewal, except where the failure to be in compliance with for such Applicable Laws terminations, modifications or nonrenewals as, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company. As The execution, delivery and performance of this Agreement and the consummation of the date of this Agreementtransactions contemplated hereby do not and will not violate any Permit, or result in any termination, modification or nonrenewals thereof, except as disclosed for such violations, terminations, modifications or nonrenewals thereof as, individually or in the Phone Filed SEC Documentsaggregate, no would not reasonably be expected to have or result in a material adverse effect on the Company. (iii) No action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case case, with respect to Phone the Company or any of its subsidiaries Company Subsidiary or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)) of Phonethe Company, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (ia) Phone, its subsidiaries and employees hold The Company holds all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses business of Phone and its subsidiaries the Company (collectively, the "Phone Company Permits"), except where the failure to have any such Phone Permits individually or in the aggregate would not have a material adverse effect on Phone) as currently conducted. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are The Company is in compliance with the terms of the Phone Company Permits and all applicable lawsLegal Requirements, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (and all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions Company Permits are valid and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesin full force and effect, except where the failure to be valid and in compliance with such Applicable Laws full force and effect would not, individually or in the aggregate would not aggregate, have a material adverse effect on Phone. As Material Adverse Effect. (b) The Company has made available or furnished to Acquiror copies of (a) all attorney responses to the request of the date independent auditors for the Company with respect to loss contingencies in connection with the preparation of this Agreementthe Initial Financial Statements, except and (b) a written list of legal, arbitration and regulatory proceedings filed by or against the Company which are pending (including matters which are on appeal or have not been fully funded, and administrative matters that may be closed but with respect to which the applicable statute of limitations has not run) as disclosed of the Agreement Date. There are no actions, suits, investigations, complaints or proceedings (including any proceedings in arbitration) pending (including matters which are on appeal or have not been fully funded, and administrative matters that may be closed but with respect to which the Phone Filed SEC Documentsapplicable statute of limitations has not run) or, no actionto the Knowledge of the Company, demandthreatened against the Company or, requirement with respect to matters relating to the Company, any of its officers, directors, employees or investigation by agents, at law or in equity, in any court or before any Governmental Entity Entity, including whistleblower claims. Neither the Company, its officers or employees, nor, to the Knowledge of the Company and no suitwith respect to matters relating to the Company, its contractors, subcontractors or agents, have knowingly, with the intent to retaliate, taken any action or proceeding by harmful to any person, including interference with the lawful employment or livelihood of any person, for providing to a law enforcement officer or supervisor any truthful information relating to the commission or possible commission of any federal offense. There are no actions, suits, investigations, complaints or proceedings (including any proceedings in each case with respect to Phone or any of its subsidiaries or any of their respective properties, is arbitration) pending or, to the knowledge (as defined Knowledge of the Company, threatened against the Company or, with respect to matters relating to the Company, any of its officers, directors or employees, at law or in Section 8.3(e)) of Phone, threatened, other thanequity, in each caseany court or before any Governmental Entity, those the outcome by persons alleging violations of which individually federal or in the aggregate would state laws respecting employment, including but not (A) have a material adverse effect on Phone and Merger Sub limited to, gender, race, disability, national origin or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any age discrimination, violations of the transactions contemplated hereby Occupational Safety and Health Act of 1970, as amended, Family and Medical Leave Act of 1993, as amended, terms and conditions of employment or therebyapplicable federal or state Legal Requirements regarding wages and hours. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) PhoneThe operations of the Company Entities have not been and are not being conducted in violation of any law or any Permit (as defined in SECTION 3.1(h)(ii)), its subsidiaries and employees except where such violations, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. None of the Company Entities has received any written notice, or has knowledge of any claim, alleging any such violation. (ii) The Company Entities hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required or other persons necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries as currently conducted (the "Phone PermitsPERMITS"), except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company. Except as specifically disclosed None of the Company Entities has received written notice that any Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with ordinary course of business, and the SEC prior to the date hereofCompany has no knowledge of any reasonable basis for any such termination, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies modification or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesnonrenewal, except where the failure to be in compliance with for such Applicable Laws terminations, modifications or nonrenewals as, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company . As The execution, delivery and performance of this Agreement and the consummation of the date of this Agreementtransactions contemplated hereby do not and will not violate any Permit, or result in any termination, modification or nonrenewals thereof, except as disclosed for such violations, terminations, modifications or nonrenewals thereof as, individually or in the Phone Filed SEC Documentsaggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. (iii) Except as set forth on SECTION 3.1(h)(iii) of the Company Disclosure Letter, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case case, with respect to Phone the Company or any of its subsidiaries Company Subsidiary or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)) of Phone, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyCompany, threatened as of the date of this Agreement. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i) PhoneDFI, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone DFI and its subsidiaries (the "Phone DFI Permits"), except where the failure to have any such Phone DFI Permits individually or in the aggregate would not have a material adverse effect on PhoneDFI. Except as specifically disclosed in Section 3.01(h) of the Phone SEC Documents filed with DFI Disclosure Schedule lists all of the SEC prior to the date hereof, Phone Permits. DFI and its subsidiaries are in compliance with the terms of the Phone DFI Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneDFI. As of the date of this Agreement, except as disclosed in the Phone Filed DFI SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone DFI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)8.03) of PhoneDFI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub DFI or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub DFI to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyhereby. (ii) Neither Phone DFI nor any Phone DFI subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneDFI.

Compliance with Applicable Laws; Litigation. (i) Phone, Megsinet and its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone Megsinet and its subsidiaries (the "Phone Megsinet Permits"), except where the failure to have any such Phone Megsinet Permits individually or in the aggregate would not have a material adverse effect on PhoneMegsinet. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone Megsinet and its subsidiaries are in compliance with the terms of the Phone Megsinet Permits and all applicable statutes, laws, statutesordinances, ordersrules and regulations (including, ruleswithout limitation, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), laws relating to Phone environmental or its business occupational health and safety conditions or propertiesstandards), except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneMegsinet. As of the date of this Agreement, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone Megsinet or any of its subsidiaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)8.3) of PhoneMegsinet, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub Megsinet or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub Megsinet to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyby this Agreement. (ii) Neither Phone Megsinet nor any Phone subsidiary of Megsinet is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, will have a material adverse effect on PhoneMegsinet.

Compliance with Applicable Laws; Litigation. (i) PhoneThe operations of the Company Entities have not been since January 1, its subsidiaries 2010 and employees are not being conducted in violation of any Law (including the Xxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001) or any Permit necessary for the conduct of their respective businesses as currently conducted, except where such violations, individually or in the aggregate, have not had and would not reasonably be expected to have or result in a Company Material Adverse Effect. Since January 1, 2010, none of the Company Entities has received any written notice regarding any actual or possible violation in any material respect of, or failure to comply in any material respect with, any Law or Permit. (ii) The Company Entities hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required or other persons ("Permits") necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries (the "Phone Permits")as currently conducted, except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect. None of the Company Entities has received written notice that any such material adverse effect on Phone. Except as specifically disclosed Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with ordinary course of business. The execution, delivery and performance of this Agreement and the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms consummation of the Phone Permits Transactions do not and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgatedwill not violate any such Permit, or judgmentsresult in any termination, decisions modification or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesnonrenewals thereof, except where the failure to be in compliance with for such Applicable Laws violations, terminations, modifications or nonrenewals thereof as, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phone. As Company Material Adverse Effect. (iii) Except as set forth in Schedule 3.1(h)(iii) of the date of this AgreementCompany Disclosure Letter, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and there is no suit, action or proceeding by or before any personGovernmental Entity pending (or, in each case with respect to Phone the knowledge of the Company, threatened), to which the Company or any of its subsidiaries Company Subsidiary is a party or against the Company or any Company Subsidiary or any of their respective propertiesproperties or assets that would reasonably be expected to have or result in a Company Material Adverse Effect. As of the date hereof, there is no suit, action or proceeding by or before any Governmental Entity pending or, to the knowledge (as defined in Section 8.3(e)) of Phonethe Company, threatened, other thanagainst the Company or any Company Subsidiary challenging or seeking to prohibit the execution, in each case, those the outcome delivery or performance of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyTransactions. (iiiv) Neither Phone nor To the knowledge of the Company, no Company Entity manufactures or sells any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or product for use in the aggregate would have, a material adverse effect on Phonein-the-body devices.

Compliance with Applicable Laws; Litigation. (i) PhoneExcept for violations of Environmental Laws (which are the subject of Section 3.1(m)), its subsidiaries the operations of the Company Entities have not been and employees are not being conducted in violation of any law or any Permit, except where such violations, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. Except as set forth on Schedule 3.1(g) of the Company Disclosure Letter, none of the Company Entities has received any notice, or has knowledge of any claim, alleging any such violation. (ii) The Company Entities hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required or other persons necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries as currently conducted (the "Phone Permits"), except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on PhoneCompany Material Adverse Effect. Except as specifically disclosed None of the Company Entities has received notice that any Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with ordinary course of business, and the SEC prior to the date hereofCompany has no knowledge of any reasonable basis for any such termination, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies modification or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesnonrenewal, except where the failure to be in compliance with for such Applicable Laws terminations, modifications or nonrenewals as, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on PhoneCompany Material Adverse Effect. As The execution, delivery and performance of this Agreement and the consummation of the date of this Agreementtransactions contemplated hereby and thereby do not and will not violate any Permit, or result in any termination, modification or nonrenewals thereof, except for such violations, terminations, modifications or nonrenewals thereof as, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. (iii) Except as disclosed in Schedule 3.1(g) of the Phone Filed SEC DocumentsCompany Disclosure Letter, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case case, with respect to Phone the Company or any of its subsidiaries Company Subsidiary or any of their respective properties, properties is pending or, to the knowledge (of the Company, threatened as defined in Section 8.3(e)) of Phone, threatenedthe date of this Agreement, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseenthat, individually or in the aggregate aggregate, would have, not reasonably be expected to have a material adverse effect on PhoneCompany Material Adverse Effect or that would not reasonably be expected to prevent or materially delay consummation of the transactions contemplated by this Agreement.

Compliance with Applicable Laws; Litigation. (i) PhoneRSI, its ------------------------------------------- subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone RSI and its subsidiaries (the "Phone RSI Permits"), except where the failure to have any such Phone RSI Permits individually or in the aggregate would not have a material adverse effect on PhoneRSI. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone RSI and its subsidiaries are in compliance with the terms of the Phone RSI Permits and all applicable statutes, laws, statutesordinances, orders, rules, rules and regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure so to be in compliance with such Applicable Laws comply individually or in the aggregate would not have a material adverse effect on PhoneRSI. As of the date of this Agreement, except as disclosed in the Phone RSI Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone RSI or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge (as defined in Section 8.3(e)8.3) of PhoneRSI, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub RSI or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub RSI to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone RSI nor any Phone RSI subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would will have, a material adverse effect on PhoneRSI.

Compliance with Applicable Laws; Litigation. (i) PhoneTravelers, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Phone Travelers and its subsidiaries (collectively, the "Phone Travelers Permits"), ) except where the failure to have any such Phone Travelers Permits individually or in the aggregate would not have a material adverse effect on PhoneTravelers. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone Trav elers and its subsidiaries are in compliance with the terms of the Phone Travelers Permits and all applicable applica ble statutes, laws, statutesordinances, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions rules and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesregula tions, except where the failure so to be in compliance with such Applicable Laws individually comply indi vidually or in the aggregate would not have a material mate rial adverse effect on PhoneTravelers. As of the date of this Agreement, except as disclosed in the Phone Travelers Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to Phone Travelers or any of its subsidiaries subsid iaries or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)) of PhoneTravelers, threatenedthreat ened, other than, in each case, those the outcome of which individually or in the aggregate would not (Ai) reasonably be expected to have a material adverse effect on Phone and Merger Sub Travelers or (Bii) reasonably be expected to materially impair or delay the ability of each of Phone and Merger Sub Travel ers to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyAgreement. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar Except as can be reasonably foreseen, individually or in the aggregate would have, not have a material adverse effect on PhoneTravelers, neither Travelers nor any of its subsidiaries is subject to any Regulatory Agreement, nor has Travelers or any of its subsid iaries or affiliates been advised since January 1, 1995 by any Governmental Entity that it is consider ing issuing or requesting any such Regulatory Agree ment that would have a material adverse effect on Travelers. After the date of this Agreement, no matters referred to in this Section 3.02(h)(ii) shall have arisen.

Compliance with Applicable Laws; Litigation. (i) PhoneThe operations of the Company Entities have not been and are not being conducted in violation of any Law (including, its subsidiaries but not limited to, the Xxxxxxxx-Xxxxx Act of 2002 and employees the USA PATRIOT Act of 2001) or any Permit, except where such violations, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. None of the Company Entities has received any written notice, or has knowledge of any claim, alleging any such violation. (ii) The Company Entities hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required or other persons necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries as currently conducted (the "Phone PermitsPERMITS"), except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company. Except as specifically disclosed None of the Company Entities has received written notice that any Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with ordinary course of business, and the SEC prior to the date hereofCompany has no knowledge of any reasonable basis for any such termination, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies modification or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesnonrenewal, except where the failure to be in compliance with for such Applicable Laws terminations, modifications or nonrenewals as, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phonethe Company. As The execution, delivery and performance of this Agreement and the consummation of the date of this Agreementtransactions contemplated hereby do not and will not violate any Permit, or result in any termination, modification or nonrenewals thereof, except as disclosed for such violations, terminations, modifications or nonrenewals thereof as, individually or in the Phone Filed SEC Documentsaggregate, no would not reasonably be expected to have or result in a material adverse effect on the Company. (iii) No action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case case, with respect to Phone the Company or any of its subsidiaries Company Subsidiary or any of their respective properties, properties is pending or, to the knowledge (as defined in Section 8.3(e)) of Phonethe Company, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. (ii) Neither Phone nor any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or in the aggregate would have, a material adverse effect on Phone.

Compliance with Applicable Laws; Litigation. (i1) Phone, its subsidiaries and employees hold The Purchaser holds all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the its businesses of Phone and its subsidiaries (collectively, the "Phone Purchaser Permits"), except where the failure to have any such Phone Permits individually or . The Purchaser is in the aggregate would not have a material adverse effect on Phone. Except as specifically disclosed in the Phone SEC Documents filed with the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms of the Phone Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity Purchaser Permits. (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or properties, except where the failure to be in compliance with such Applicable Laws individually or in the aggregate would not have a material adverse effect on Phone. 2) As of the date of this Agreement, there are no pending or, to the knowledge of the Purchaser, threatened suits, proceedings or investigations with respect to revocation, cancellation, suspension or nonrenewal of any Purchaser Permit, in any such case except as disclosed where such a revocation, cancellation, suspension or nonrenewal would not, individually or in the Phone Filed SEC Documentsaggregate, have a material adverse effect on the Purchaser's ability to consummate the transactions contemplated by this Agreement. (3) As of the date of this Agreement, no action, demand, requirement or investigation by any Governmental Entity and and, except for suits, actions or proceedings related to any insurance contract or reinsurance contract, no suit, action or proceeding by any person, in each case with respect to Phone or any of its subsidiaries or any of their respective properties, person is pending or, to the knowledge (as defined in Section 8.3(e)) of Phonethe Purchaser, threatened, other than, in each case, than those the outcome of which would not, individually or in the aggregate would not (A) aggregate, have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected the Purchaser's ability to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of consummate the transactions contemplated hereby or therebyby this Agreement. (ii4) Neither Phone nor any Phone subsidiary The Purchaser is not subject to any outstanding orderRegulatory Agreement, injunction nor has the Purchaser or decree which has had any of its subsidiaries been advised in writing or, insofar as can be reasonably foreseento the knowledge of the Purchaser, verbally since January 1, 1997 by any Governmental Entity that it is considering issuing or requesting any such Regulatory Agreement that would, individually or in the aggregate would haveaggregate, have a material adverse effect on Phonethe Purchaser's ability to consummate the transactions contemplated by this Agreement. (5) Except with respect to those violations (if any) which would not, individually or in the aggregate, have a material adverse effect on the Purchaser's ability to consummate the transactions contemplated by this Agreement, (i) neither the Purchaser nor any of its subsidiaries is in violation of Law, and (ii) without limiting the generality of the foregoing, neither the Purchaser nor any of its subsidiaries has received any written notice from any Governmental Entity since January 1, 1997 alleging any violation of Law.

Compliance with Applicable Laws; Litigation. (i) PhoneThe operations of the Company Entities have not been since January 1, its subsidiaries 2010 and employees are not being conducted in violation of any Law (including the Xxxxxxxx-Xxxxx Act of 2002 and the USA PATRIOT Act of 2001) or any Permit necessary for the conduct of their respective businesses as currently conducted, except where such violations, individually or in the aggregate, have not had and would not reasonably be expected to have or result in a Company Material Adverse Effect. Since January 1, 2010, none of the Company Entities has received any written notice regarding any actual or possible violation in any material respect of, or failure to comply in any material respect with, any Law or Permit. (ii) The Company Entities hold all licenses, permits, licensesvariances, variancesconsents, authorizations, waivers, grants, franchises, concessions, exemptions, orders, registrations and approvals of all Governmental Entities which are required or other persons (“Permits”) necessary for the operation conduct of the their respective businesses of Phone and its subsidiaries (the "Phone Permits")as currently conducted, except where the failure to have any hold such Phone Permits Permits, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have or result in a Company Material Adverse Effect. None of the Company Entities has received written notice that any such material adverse effect on Phone. Except as specifically disclosed Permit will be terminated or modified or cannot be renewed in the Phone SEC Documents filed with ordinary course of business. The execution, delivery and performance of this Agreement and the SEC prior to the date hereof, Phone and its subsidiaries are in compliance with the terms consummation of the Phone Permits Transactions do not and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgatedwill not violate any such Permit, or judgmentsresult in any termination, decisions modification or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws"), relating to Phone or its business or propertiesnonrenewals thereof, except where the failure to be in compliance with for such Applicable Laws violations, terminations, modifications or nonrenewals thereof as, individually or in the aggregate aggregate, would not reasonably be expected to have or result in a material adverse effect on Phone. As Company Material Adverse Effect. (iii) Except as set forth in Schedule 3.1(h)(iii) of the date of this AgreementCompany Disclosure Letter, except as disclosed in the Phone Filed SEC Documents, no action, demand, requirement or investigation by any Governmental Entity and there is no suit, action or proceeding by or before any personGovernmental Entity pending (or, in each case with respect to Phone the knowledge of the Company, threatened), to which the Company or any of its subsidiaries Company Subsidiary is a party or against the Company or any Company Subsidiary or any of their respective propertiesproperties or assets that would reasonably be expected to have or result in a Company Material Adverse Effect. As of the date hereof, there is no suit, action or proceeding by or before any Governmental Entity pending or, to the knowledge (as defined in Section 8.3(e)) of Phonethe Company, threatened, other thanagainst the Company or any Company Subsidiary challenging or seeking to prohibit the execution, in each case, those the outcome delivery or performance of which individually or in the aggregate would not (A) have a material adverse effect on Phone and Merger Sub or (B) reasonably be expected to impair the ability of each of Phone and Merger Sub to perform its obligations under this Agreement or the Option Agreements or prevent or materially delay the consummation of any of the transactions contemplated hereby or therebyTransactions. (iiiv) Neither Phone nor To the knowledge of the Company, no Company Entity manufactures or sells any Phone subsidiary is subject to any outstanding order, injunction or decree which has had or, insofar as can be reasonably foreseen, individually or product for use in the aggregate would have, a material adverse effect on Phonein-the-body devices.