Common use of Litigation and Environmental Matters Clause in Contracts

Litigation and Environmental Matters. (a) There is no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreement. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are not reasonably expected in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, neither the Borrower nor any of the Consolidated Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors, threatened against or affecting, affecting the Borrower Guarantor or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in the Guarantor’s filings of Forms 10K, 10Q or 8K or in the Form-10s, in each case on or before the date hereof (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in the Guarantor’s filings of Forms 10K, 10Q or 8K or in the aggregateForm-10s, are not reasonably expected in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholedate hereof, neither the Borrower Guarantor nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is Except as set forth in Schedule 3.07 attached hereto, there are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, the Borrower affecting any Credit Party or any Consolidated of the Borrower’s Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect or consolidated results of operations of (ii) that involve this Agreement or the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for as disclosed in the Disclosed Matters environmental reports obtained with respect to each Real Property and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in a Material Adverse Effect : (i) to the good faith judgment knowledge of the Credit Parties, all Real Property leased or owned by Borrower or any of its Subsidiaries is free from contamination by any Hazardous Material, except to the extent such contamination could not reasonably be expected to cause a Material Adverse Effect; (which shall be conclusiveii) to materially adversely affect the businessknowledge of the Credit Parties, financial position or results of the operations of the Borrower and its Subsidiaries, and the Consolidated operations at the Real Property leased or owned by Borrower or any of its Subsidiaries considered as are in compliance with all applicable Environmental Laws, except to the extent such noncompliance could not reasonably be expected to cause a whole, Material Adverse Effect; (iii) neither the Borrower nor any of its Subsidiaries have known liabilities with respect to Hazardous Materials and, to the Consolidated knowledge of each Credit Party, no facts or circumstances exist which could reasonably be expected to give rise to liabilities with respect to Hazardous Materials, in either case, except to the extent such liabilities could not reasonably be expected to have a Material Adverse Effect; (iv) To the best of the Borrower’s knowledge, (A) the Borrower and its Subsidiaries and all Real Property owned or leased by Borrower or its Subsidiaries have all Environmental Permits necessary for the operations at such Real Property and are in compliance with such Environmental Permits; (iB) there are no legal proceedings pending nor, to the knowledge of any Credit Party, threatened to revoke, or alleging the violation of, such Environmental Permits; and (C) none of the Credit Parties have received any notice from any source to the effect that there is lacking any Environmental Permit required in connection with the current use or operation of any such properties, in each case, except to the extent the nonobtainment or loss of an Environmental Permit could not reasonably be expected to have a Material Adverse Effect; (v) neither the Real Property currently leased or owned by Borrower nor any of its Subsidiaries, nor, to the knowledge of any Credit Party, (x) any predecessor of any Credit Party, nor (y) any of Credit Parties’ Real Property owned or leased in the past, nor (z) any owner of Real Property leased or operated by Borrower or any of its Subsidiaries, are subject to any outstanding written order or contract, including Environmental Liens, with any Governmental Authority or other Person, or to any federal, state, local, foreign or territorial investigation of which a Credit Party has failed been given notice respecting (A) Environmental Laws, (B) Remedial Action, (C) any Environmental Claim; or (D) the Release or threatened Release of any Hazardous Material, in each case, except to comply with the extent such written order, contract or investigation could not reasonably be expected to have a Material Adverse Effect; (vi) none of the Credit Parties are subject to any pending legal proceeding alleging the violation of any Environmental Law or nor, to obtainthe knowledge of each Credit Party, maintain or comply with are any permitsuch proceedings threatened, license or other approval required under in either case, except to the extent any Environmental Lawsuch proceedings could not reasonably be expected to have a Material Adverse Effect; (vii) neither the Borrower nor any of its Subsidiaries nor, (ii) has become subject to the knowledge of each Credit Party, any Environmental Liability, (iii) has received notice predecessor of any claim with respect Credit Party, nor to the knowledge of each Credit Party, any Environmental Liability owner of Real Property leased by Borrower or any of its Subsidiaries, have filed any notice under federal, state or local, territorial or foreign law indicating past or present treatment, storage, or disposal of or reporting a Release of Hazardous Material into the environment, in each case, except to the extent such Release of Hazardous Material could not reasonably be expected to have a Material Adverse Effect; (ivviii) knows none of the operations of the Borrower or any of its Subsidiaries or, to the knowledge of each Credit Party, of any basis for owner of premises currently leased by Borrower or any Environmental Liability. of its Subsidiaries or of any tenant of premises currently leased from Borrower or any of its Subsidiaries, involve or previously involved the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Part 261.3 (c) Since in effect as of the date of this Agreement) or any state, local, territorial or foreign equivalent, in violation of Environmental Laws; and (ix) to the knowledge of the Credit Parties, there is not now, nor has there been no change in the status of past (except, in all cases, to the Disclosed Matters that, individually or in extent the aggregate in the good faith judgment of the Borrower (which shall existence thereof could not reasonably be conclusiveexpected to have a Material Adverse Effect), has resulted on, in a material adverse effect on the businessor under any Real Property leased or owned by Borrower or any of its Subsidiaries, financial position or results any of operations of the Borrower and the Consolidated Subsidiaries considered as a wholetheir predecessors (A) any underground storage tanks or surface tanks, dikes or impoundments (other than for surface water); (B) any friable asbestos-containing materials; (C) any polychlorinated biphenyls; or (D) any radioactive substances other than naturally occurring radioactive material.

Litigation and Environmental Matters. (a) There is Except as set forth in Schedule 3.07 attached hereto, there are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, the Borrower affecting any Credit Party or any Consolidated of the Borrower’s Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect or consolidated results of operations of (ii) that involve this Agreement or the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for as disclosed in the Disclosed Matters environmental reports obtained by the Borrower or a Subsidiary at the time of acquisition with respect to each Real Property and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in a Material Adverse Effect: (i) to the good faith judgment actual knowledge of the Credit Parties, all Real Property leased or owned by Borrower or any of its Subsidiaries is free from contamination by any Hazardous Material, except to the extent such contamination could not reasonably be expected to cause a Material Adverse Effect; (which shall be conclusiveii) to materially adversely affect the businessactual knowledge of the Credit Parties, financial position or results of the operations of the Borrower and its Subsidiaries, and the Consolidated operations at the Real Property leased or owned by Borrower or any of its Subsidiaries considered as are in compliance with all applicable Environmental Laws, except to the extent such noncompliance could not reasonably be expected to cause a whole, Material Adverse Effect; (iii) neither the Borrower nor any of its Subsidiaries have known liabilities with respect to Hazardous Materials and, to the Consolidated knowledge of each Credit Party, no facts or circumstances exist which could reasonably be expected to give rise to liabilities with respect to Hazardous Materials, in either case, except to the extent such liabilities could not reasonably be expected to have a Material Adverse Effect; (iv) to the actual knowledge of Borrower, (A) the Borrower and its Subsidiaries and all Real Property owned or leased by Borrower or its Subsidiaries have all Environmental Permits necessary for the operations at such Real Property and are in compliance with such Environmental Permits; (iB) there are no legal proceedings pending nor, to the actual knowledge of any Credit Party, threatened to revoke, or alleging the violation of, such Environmental Permits; and (C) none of the Credit Parties have received any notice from any source to the effect that there is lacking any Environmental Permit required in connection with the current use or operation of any such properties, in each case, except to the extent the nonobtainment or loss of an Environmental Permit could not reasonably be expected to have a Material Adverse Effect; (v) neither the Real Property currently leased or owned by Borrower nor any of its Subsidiaries, nor, to the actual knowledge of any Credit Party, (x) any predecessor of any Credit Party, nor (y) any of Credit Parties’ Real Property owned or leased in the past, nor (z) any owner of Real Property leased or operated by Borrower or any of its Subsidiaries, are subject to any outstanding written order or contract, including Environmental Liens, with any Governmental Authority or other Person, or to any federal, state, local, foreign or territorial investigation of which a Credit Party has failed been given notice respecting (A) Environmental Laws, (B) Remedial Action, (C) any Environmental Claim; or (D) the Release or threatened Release of any Hazardous Material, in each case, except to comply with the extent such written order, contract or investigation could not reasonably be expected to have a Material Adverse Effect; (vi) none of the Credit Parties are subject to any pending legal proceeding alleging the violation of any Environmental Law or nor, to obtainthe actual knowledge of each Credit Party, maintain or comply with are any permitsuch proceedings threatened, license or other approval required under in either case, except to the extent any Environmental Lawsuch proceedings could not reasonably be expected to have a Material Adverse Effect; (vii) neither the Borrower nor any of its Subsidiaries nor, (ii) has become subject to the actual knowledge of each Credit Party, any Environmental Liability, (iii) has received notice predecessor of any claim with respect Credit Party, nor to the actual knowledge of each Credit Party, any Environmental Liability owner of Real Property leased by Borrower or any of its Subsidiaries, have filed any notice under federal, state or local, territorial or foreign law indicating past or present treatment, storage, or disposal of or reporting a Release of Hazardous Material into the environment, in each case, except to the extent such Release of Hazardous Material could not reasonably be expected to have a Material Adverse Effect; (ivviii) knows none of the operations of the Borrower or any of its Subsidiaries or, to the actual knowledge of each Credit Party, of any basis for owner of premises currently leased by Borrower or any Environmental Liability. of its Subsidiaries or of any tenant of premises currently leased from Borrower or any of its Subsidiaries, involve or previously involved the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Part 261.3 (c) Since in effect as of the date of this Agreement) or any state, local, territorial or foreign equivalent, in violation of Environmental Laws; and (ix) to the actual knowledge of the Credit Parties, there is not now, nor has there been no change in the status of past (except, in all cases, to the Disclosed Matters that, individually or in extent the aggregate in the good faith judgment of the Borrower (which shall existence thereof could not reasonably be conclusiveexpected to have a Material Adverse Effect), has resulted on, in a material adverse effect on the businessor under any Real Property leased or owned by Borrower or any of its Subsidiaries, financial position or results any of operations of the Borrower and the Consolidated Subsidiaries considered as a wholetheir predecessors (A) any underground storage tanks or surface tanks, dikes or impoundments (other than for surface water); (B) any friable asbestos-containing materials; (C) any polychlorinated biphenyls; or (D) any radioactive substances other than naturally occurring radioactive material.

Litigation and Environmental Matters. (a) There Schedule 4.5(a) sets forth certain litigation which is no actionpending against Borrower as of the Closing Date (the “Pending Litigation”). No litigation (including the Pending Litigation), suit investigation or proceeding of or before any arbitrators or Governmental Authorities is pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination that could materially adversely affect reasonably be expected to have, either individually or in the businessaggregate, consolidated financial position a Material Adverse Effect or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or (ii) which in any manner draws into question the validity or enforceability of this AgreementLoan Agreement or any other Loan Document. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are not reasonably expected in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeset forth on Schedule 4.5(b), neither the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental LawLaw that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) has become subject to any Environmental LiabilityLiability that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (iii) has received notice of any claim with respect to any Environmental Liability that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementLiability that could reasonably be expected to have, there has been no change in the status of the Disclosed Matters that, either individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is no actionNo litigation, suit investigation or proceeding of or before any arbitrators or Governmental Authorities is pending againstagainst or, or to the knowledge of any Responsible Officer of the Borrower Loan Parties, threatened against or affecting, affecting the Borrower or any Consolidated of its Restricted Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination that could materially adversely affect reasonably be expected to have, either individually or in the businessaggregate, consolidated financial position a Material Adverse Effect or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or (ii) which in any manner draws into question the validity or enforceability of this AgreementAgreement or any other Loan Document. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are not reasonably expected in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, neither Neither the Borrower nor any of the Consolidated its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, for such failures or Environmental Liabilities that could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) Since To the date of this Agreement, there has been no change in the status knowledge of the Disclosed Matters thatResponsible Officers of the Borrower, individually or in the aggregate in the good faith judgment none of the Borrower or any Restricted Subsidiary, nor any of their current respective officers, directors, or employees, have engaged (which shall and no Responsible Officer of a Loan Party has received written notice from a Contract Provider that such Contract Provider has engaged) in any activities that constitute prohibited acts of fraud under Medicare Regulations or Medicaid Regulations where such activities have resulted, or the Borrower has reasonably determined in good faith it could reasonably be conclusive)expected to result, has resulted in a material adverse effect on the business, financial position or results of operations of Material Adverse Effect and the Borrower and the Consolidated Subsidiaries considered as has not taken action within a wholereasonable period of time after discovery of such activities, to suspend or remove such persons from responsibilities relating to such activities or to ensure that such activities are no longer reasonably expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors, threatened against or affecting, affecting the Borrower Obligors or any Consolidated of their respective Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in the Form 10 (other than disclosure referred to solely in the “Risk Factors” and “Forward Looking Statements” section thereof or similar statements that are solely forward looking in nature) or in the applicable Obligor’s filings of Forms 10K, 10Q or 8K, in each case on or before the date hereof (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in the Form 10 or in the aggregateapplicable Obligor’s filings of Forms 10K, are not reasonably expected 10Q or 8K, in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the businessdate hereof, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, neither the Borrower no Obligor nor any of the Consolidated their respective Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors or threatened against the Guarantor or affectingany of its Subsidiaries (i) which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in, prior to June 5, 2009, Covidien Ltd.’s filings of Form 10K, 10Q or 8K, and as of and after June 5, 2009, the Borrower Guarantor’s filings of Form 10K, 10Q or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is8K, in each case on or before the good faith judgment of date hereof (the Borrower (which shall be conclusive“Existing Litigation”), a reasonable possibility of an adverse decision which and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the aggregatematters described in, are not reasonably expected prior to June 5, 2009, Covidien Ltd.’s filings of Form 10K, 10Q or 8K, and as of and after June 5, 2009, the Guarantor’s filings of Form 10K, 10Q or 8K, in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholedate hereof, neither the Borrower Guarantor nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors, threatened against or affecting, affecting the Borrower Guarantor or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in the Guarantor’s filings of Forms 10K, 10Q or 8K, in each case on or before the date hereof (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in the aggregateGuarantor’s filings of Forms 10K, are not reasonably expected 10Q or 8K, in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholedate hereof, neither the Borrower Guarantor nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors, threatened against or affecting, affecting the Borrower Parent Guarantor or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in the Parent Guarantor’s filings of Forms 10-K, 10-Q or 8-K, in each case on or before the Closing Date (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in the aggregateParent Guarantor’s filings of Forms 10-K, are not reasonably expected 10-Q or 8-K, in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeClosing Date, neither the Borrower Parent Guarantor nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is no actionExcept as disclosed in Hewlett-Packard Company’s Annual Report on Form 10-K for the fiscal year ended October 31, suit 2014, the quarterly reports on Form 10-Q or proceeding pending againstcurrent reports on Form 8-K filed subsequent thereto but prior to the Effective Date, or any amendments thereof filed subsequent thereto but prior to the Effective Date, the Information Statement, or any amendment thereof filed subsequent thereto but prior to the Effective Date, and except as set forth on Schedule 3.05, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending or, to the knowledge of the Borrower Borrower, threatened against or affecting, the Borrower or any Consolidated of the Significant Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect or consolidated results of operations of (ii) that involve this Agreement or the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except as disclosed in the Hewlett-Packard Company’s Annual Report on Form 10-K for the Disclosed Matters fiscal year ended October 31, 2014, the quarterly reports on Form 10-Q or current reports on Form 8-K filed subsequent thereto but prior to the Effective Date, or any amendments thereof filed subsequent thereto but prior to the Effective Date, the Information Statement, or any amendment thereof filed subsequent thereto but prior to the Effective Date, except as set forth on Schedule 3.05 and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated Significant Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. Other than as disclosed in the Company’s most recent Form 10-K, Form 10-Q and Forms 8-K published since the most recent Form 10-K and Form 10-Q: (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of its Regulated Subsidiaries before any court or arbitrator or any governmental bodyand, agency or official in to the best of Borrower’s knowledge, all of its other Subsidiaries, (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility possi­bility of an adverse decision which determination and that, if adversely deter­mined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect (other than Schedule 3.06, Disclosed Matters) or consolidated results of operations of (ii) that involve this Agreement or the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of its Regulated Subsidiaries and, to the Consolidated Subsidiaries best of Borrower’s knowledge, all of its other Subsidiaries, (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Restricted Subsidiaries (i) that, if adversely determined (and provided that there exists a reasonable possibility of such adverse determination), could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), except that the commencement by the Borrower, any of the Restricted Subsidiaries or any Governmental Authority of a rate proceeding or earnings review before such Governmental Authority shall not constitute such a pending or threatened action, suit or proceeding pending againstunless and until such Governmental Authority has made a final determination thereunder that could reasonably be expected to have a Material Adverse Effect, or to (ii) that involve any Loan Document or the knowledge of the Borrower threatened against or affecting, the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in a Material Adverse Effect: (i) to the best knowledge of the Borrower, the properties owned, leased or operated by the Borrower and the Restricted Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the good faith judgment aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) to the best knowledge of the Borrower (which shall be conclusive) to materially adversely affect Borrower, the business, financial position or results of Properties and all operations of the Borrower and the Consolidated Restricted Subsidiaries considered as are in compliance in all material respects, and in the last five years have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such non-compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a wholeMaterial Adverse Effect, (iii) to the best knowledge of the Borrower, there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the current or former operations of the Borrower or the Restricted Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iv) neither the Borrower nor any of the Consolidated Restricted Subsidiaries has received any notice directly or otherwise learned indirectly (ithrough a Corporate Officer) of an Environmental Claim in connection with the Properties or the current or former operations of the Borrower or the Restricted Subsidiaries or with regard to any Person whose liabilities for environmental matters the Borrower or the Restricted Subsidiaries has failed retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to comply with result in a Material Adverse Effect, nor do the Borrower or the Restricted Subsidiaries have reason to believe that any Environmental Law such notice will be received or is being overtly threatened, and (v) to obtainthe best knowledge of the Borrower, maintain Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or comply with disposed of at, on or under any permit, license or other approval required of the Properties in a manner that could give rise to liability under any Environmental Law, (ii) has become subject to nor have the Borrower or the Restricted Subsidiaries retained or assumed any Environmental Liabilityliability, (iii) has received notice contractually, by operation of any claim law or otherwise, with respect to any Environmental Liability the generation, treatment, storage or (iv) knows disposal of any basis for any Environmental LiabilityHazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) Since the date of this AgreementFirst Restatement Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of Holdings or the Borrower Borrower, threatened against or affectingaffecting Holdings, the Borrower or any Consolidated of its Subsidiaries before any court (i) that could reasonably be expected, individually or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), (ii) that involve any of the Borrower Loan Documents or (which shall iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be conclusive)expected, a reasonable possibility of an individually or in the aggregate, to be adverse decision which could materially adversely affect to the business, consolidated financial position or consolidated results of operations interests of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementLenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither Holdings, the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect asserting that Holdings, the Borrower or any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental LiabilityLiability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is no actionNo litigation, suit investigation or proceeding of or before any arbitrators or Governmental Authorities is pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination that could materially adversely affect reasonably be expected to have, either individually or in the businessaggregate, consolidated financial position a Material Adverse Effect or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or (ii) which in any manner draws into question the validity or enforceability of this AgreementAgreement or any other Loan Document. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are not reasonably expected in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeset forth on Schedule 4.5, neither the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, which failure is unremedied in whole or in part, (ii) has become subject to any Environmental LiabilityLiability which remains unremedied in whole or in part, (iii) has received notice of any claim with respect to any Environmental Liability which remains unremedied in whole or in part or (iv) knows of any basis for any Environmental LiabilityLiability which could reasonably be expected to have a Material Adverse Effect. (c) Since None of the date properties of this Agreement, there the Borrower or any Subsidiary contain or have contained any: (i) underground storage tanks; (ii) asbestos-containing materials; (iii) landfills or dumps; (iv) hazardous waste management units as defined pursuant to RCRA or any comparable state law; or (v) sites on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law. (d) There has been no change Release or, to the Borrower’s Knowledge, threatened Release, of Hazardous Materials at, on, under or from the Borrower’s or any Subsidiary’s properties which could reasonably be expected to have a Material Adverse Effect, there are no investigations, remediations, abatements, removals, or monitorings of Hazardous Materials required under applicable Environmental Laws at such properties and, to the knowledge of the Borrower, none of such properties are adversely affected by any Release or threatened Release of Hazardous Material originating or emanating from any other real property which could reasonably be expected to have a Material Adverse Effect. (e) Neither the Borrower nor any Subsidiary has received any written notice asserting an alleged material liability or obligation under any applicable Environmental Laws with respect to the unremedied or unfinished investigation, remediation, abatement, removal, or monitoring of any Hazardous Materials, at, under, or Released or threatened to be Released from any real properties offsite the Borrower’s or any Subsidiary’s properties and, to the Borrower’s knowledge, there are no conditions or circumstances that could reasonably be expected to result in the status receipt of such written notice. (f) There has been no exposure of any Person or property to any Hazardous Materials as a result of or in connection with the operations and businesses of any of the Disclosed Matters that, individually Borrower’s or the Subsidiaries; properties that could reasonably be expected to form the basis for a claim for damages or compensation in the aggregate in the good faith judgment excess of the Borrower $1,000,000. (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the g) The Borrower and the Consolidated Subsidiaries considered as a wholehave provided to the Administrative Agent complete and correct copies of all environmental site assessment reports, investigations, studies, analyses, and correspondence on environmental matters (including matters relating to any alleged non-compliance with or liability under Environmental Laws) that are in any of the Borrower’s or the Subsidiaries; possession or control and relating to their respective properties or operations thereon for the three-year period commencing January 1, 2008.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower any Loan Party, threatened against or affecting, the Borrower affecting (i) Staples or any Consolidated of its Restricted Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower (which shall Transactions that would reasonably be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreement. (b) Except for the Disclosed Matters and except with respect to any other matters thatexpected, individually or in the aggregate, are not reasonably expected to result in the good faith judgment of the Borrower a Material Adverse Effect or (which shall be conclusiveii) to materially this Agreement that would adversely affect the businessLenders, financial position the Arrangers or the Agents named herein, in any material respect, it being acknowledged that the existence of an appeal by the Federal Trade Commission of an order permitting the Acquisition shall not, in and of itself, constitute a Material Adverse Effect or adversely affect the Lenders, the Arrangers or the Agents (provided that such acknowledgment shall not extend to any results of operations of any such appeal or the effect thereof on the Borrower, its Restricted Subsidiaries or the Lenders, Arrangers or Agents). (i) Neither the Borrower nor any of its Restricted Subsidiaries is subject to any pending or, to the knowledge of any Loan Party, threatened claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and the Consolidated Subsidiaries considered as a whole, (ii) neither the Borrower nor any of the Consolidated its Restricted Subsidiaries (i1) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii2) has become subject to any Environmental Liability, (iii) Liability or has received notice knowledge of any claim with respect existing facts or circumstances that are reasonably likely to any Environmental Liability or (iv) knows of any form the basis for any such Environmental Liability. , except, in each of clause (ci) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower and (which shall be conclusiveii), has resulted where the same would not reasonably be expected to result in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of Holdings or the Borrower Borrower, threatened against or affectingaffecting Holdings, the Borrower or any Consolidated of its Subsidiaries before any court (i) that could reasonably be expected, individually or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), (ii) that involve any of the Borrower Loan Documents or (which shall iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be conclusive)expected, a reasonable possibility of an individually or in the aggregate, to be adverse decision which could materially adversely affect to the business, consolidated financial position or consolidated results of operations interests of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementLenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither Holdings, the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect asserting that Holdings, the Borrower or any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental LiabilityLiability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress. (c) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower Subsidiaries (which shall be conclusive)i) that, if adversely determined (and provided that there exists a reasonable possibility of an such adverse decision which determination), could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect (other than the Disclosed Matters) or consolidated results of operations of (ii) that involve any Loan Document or the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in a Material Adverse Effect: (i) the properties owned, leased or operated by the Borrower and the Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the good faith judgment of aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of Properties and all operations of the Borrower and the Consolidated Subsidiaries considered as are in compliance in all material respects, and in the last five years have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such noncompliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a wholeMaterial Adverse Effect, (iii) there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the current or former operations of the Borrower or the Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iv) neither the Borrower nor any of the Consolidated Subsidiaries has received any notice of an Environmental Claim in connection with the Properties or the current or former operations of the Borrower or the Subsidiaries or with regard to any Person whose liabilities for environmental matters the Borrower or the Subsidiaries has retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, nor do the Borrower or the Subsidiaries have reason to believe that any such notice will be received or is being threatened, and (iv) has failed Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in a manner that could give rise to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required liability under any Environmental Law, (ii) has become subject to nor have the Borrower or the Subsidiaries retained or assumed any Environmental Liabilityliability, (iii) has received notice contractually, by operation of any claim law or otherwise, with respect to any Environmental Liability the generation, treatment, storage or (iv) knows disposal of any basis for any Environmental Liability.Hazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (c) Since the date of this AgreementAgreement Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors, threatened against or affecting, the Borrower affecting Holdco or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in, prior to June 29, 2007, the Initial Guarantor’s filings of Forms 10, 10K, 10Q or 8K, and as of and after June 29, 2007, Covidien Ltd.’s filings of Forms 10K, 10Q or 8K, in each case on or before the date hereof (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the aggregatematters described in, are not reasonably expected prior to June 29, 2007, the Initial Guarantor’s filings of Forms 10, 10K, 10Q or 8K, and as of and after June 29, 2007, Covidien Ltd.’s filings of Forms 10K, 10Q or 8K, in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholedate hereof, neither the Borrower Guarantor nor any of the Consolidated their respective Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) Except as set forth in the Disclosed Matters or, with respect to Section 3.06(i) only, as disclosed in the 2012 10-K or 2013 10-Qs: (i) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower U.S. Borrower, threatened against or affecting, affecting the U.S. Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in Restricted Subsidiary as to which there isis a reasonable likelihood of adverse determinations that, in the good faith judgment aggregate, would reasonably be expected to result in a Material Adverse Effect. (ii) Neither the U.S. Borrower nor any Restricted Subsidiary has been notified in writing, or, to the knowledge of the U.S. Borrower and each Restricted Subsidiary, otherwise notified, by the Federal Office of Surface Mining or the agency of any state administering the Surface Mining Control and Reclamation Act of 1977, as amended, or any comparable state statute that it is: (which shall i) ineligible to receive additional surface mining permits; or (ii) under investigation to determine whether their eligibility to receive any Mining Permit should be conclusive)revoked, i.e., “permit blocked”; in each case, except as would not reasonably be expected to have a reasonable possibility of an adverse decision which could materially adversely affect Material Adverse Effect. To the business, consolidated financial position or consolidated results of operations knowledge of the U.S. Borrower, no facts exist that presently or upon the giving of notice or the lapse of time or otherwise would render the U.S. Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementRestricted Subsidiary ineligible to receive surface mining permits. (b) Except for the Disclosed Matters noncompliance, Environmental Liability or claims that do not and except with respect to any other matters that, individually or in the aggregate, are would not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the U.S. Borrower nor any of the Consolidated Subsidiaries Restricted Subsidiary nor any Guarantor and no Material Real Property now or previously owned, leased or operated by any such entity (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental LawPermit, (ii) has become is subject to any Environmental LiabilityLiability (other than Environmental Liabilities for reclamation obligations for which adequate reserves have been made on the financial statements of the U.S. Borrower and its Subsidiaries in accordance with GAAP or for which no reserves are so required), or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) a. There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower Subsidiaries (which shall be conclusive)i) that, if adversely determined (and provided that there exists a reasonable possibility of an such adverse decision which determination), could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect (other than the Disclosed Matters) or consolidated results of operations of (ii) that involve any Loan Document or the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) b. Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in a Material Adverse Effect: i. the real properties owned, leased or operated by the Borrower and the Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the good faith judgment of aggregate, could reasonably be expected to result in a Material Adverse Effect, ii. the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of Properties and all operations of the Borrower and the Consolidated Subsidiaries considered as are in compliance in all material respects, and in the last five years have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such noncompliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a wholeMaterial Adverse Effect, iii. there have been no Releases or threatened Releases at, from, under or, to the knowledge of the Borrower, proximate to the Properties or otherwise in connection with the current or former operations of the Borrower or the Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, iv. neither the Borrower nor any of the Consolidated Subsidiaries (i) has failed received any notice of an Environmental Claim in connection with the Properties or the current or former operations of the Borrower or the Subsidiaries or with regard to comply with any Environmental Law Person whose liabilities for environmental matters the Borrower or the Subsidiaries has retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to obtainresult in a Material Adverse Effect, maintain nor do the Borrower or comply with the Subsidiaries have reason to believe that any permitsuch notice will be received or is being threatened, license and v. Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or other approval required disposed of at, on or under any of the Properties in a manner that could give rise to liability under any Environmental Law, (ii) has become subject to nor have the Borrower or the Subsidiaries retained or assumed any Environmental Liabilityliability, (iii) has received notice contractually, by operation of any claim law or otherwise, with respect to any Environmental Liability the generation, treatment, storage or (iv) knows disposal of any basis for any Environmental Liability.Hazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (c) c. Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, litigation, investigations or proceeding proceedings by, of or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened by or against or affecting, affecting the Borrower or any Consolidated Subsidiaries before Subsidiary or against any court of its property or arbitrator or any governmental body, agency or official in assets (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect (other than the Disclosed Matters) or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole(ii) that involve, or which in any manner draws into question the validity purport to affect or enforceability of pertain to, this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, with respect to any real property owned or leased by the Borrower or any of its Subsidiaries, (i) there has been no release of Hazardous Materials at, from, or to the real property, including the soils, surface waters, or ground waters thereof, and (ii) there are no conditions at the real property which, with the passage of time, or giving of notice, or both, would be reasonably likely to result in an Environmental Liability. (d) Since the date of this Agreement, there has been no change in the status status, or financial effect on the Borrower or any Subsidiary thereof, of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the best knowledge of the Borrower Borrower, threatened against or affectingaffecting the Company, the Borrower or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect (other than the Disclosed Matters) or consolidated results of operations of (ii) that involve this Agreement or the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Company, the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (d) Except as may be disclosed in detail by the Borrower to the Lenders in writing from time to time, no Hazardous Materials are located on or about any of the Properties, and the Properties do not contain any underground tanks for the storage or disposal of Hazardous Materials; provided that notwithstanding the delivery of any such notice, the Borrower and each of its Subsidiaries shall at all times be in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Properties except where the failure to do so, individually or in the good faith judgment aggregate, could not reasonably be expected to result in a Material Adverse Effect. Further, (i) the Borrower has not, and to the knowledge of the Borrower no other Person has, (which shall be conclusive)A) stored or treated Hazardous Materials, (B) disposed of Hazardous Materials or incorporated Hazardous Materials into, on or around any of the Properties, and (C) permitted any underground storage tanks to exist on any of the Properties, (ii) no complaint, order, citation or notice with regard to air emissions, water discharges, noise emissions, or Hazardous Materials, if any, or any other environmental, health, or safety matters affecting any of the Properties or any portion thereof, from any person, government or entity, has resulted in a material adverse effect on the business, financial position or results of operations of been issued to the Borrower which has not been remedied or cured, and (iii) the Consolidated Subsidiaries considered as a wholeBorrower has complied with all applicable laws, rules or regulations affecting the Properties.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of its Subsidiaries before any court (i) that could reasonably be expected, individually or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of aggregate, to result in a Material Adverse Effect (other than the Borrower Disclosed Matters) or (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementRestatement Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in or could reasonably be expected to result in a material adverse effect Material Adverse Effect. (d) The parties acknowledge that the Borrower has disclosed certain litigation matters in its public securities-related filings but, as of the date of this Agreement, the Borrower represents and warrants to the Lenders that those matters are not reasonably expected to result in a Material Adverse Effect based on the business, financial position or results of operations of circumstances presently known by the Borrower and the Consolidated Subsidiaries considered as a wholeits Subsidiaries.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors, threatened against or affecting, affecting the Borrower Guarantor or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in the Guarantor’s filings of Forms 10-K, 10-Q or 8-K, in each case on or before the date hereof (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in the aggregateGuarantor’s filings of Forms 10-K, are not reasonably expected 10-Q or 8-K, in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholedate hereof, neither the Borrower Guarantor nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Restricted Subsidiaries (i) that, if adversely determined (and provided that there exists a reasonable possibility of such adverse determination), could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), except that the commencement by the Borrower, any of the Restricted Subsidiaries or any Governmental Authority of a rate proceeding or earnings review before such Governmental Authority shall not constitute such a pending or threatened action, suit or proceeding pending againstunless and uPnatgile s2u7c9h8 Gofo9v8e0rn8mental Authority has made a final determination thereunder that could reasonably be expected to have a Material Adverse Effect, or to (ii) that involve any Loan Document or the knowledge of the Borrower threatened against or affecting, the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in a Material Adverse Effect: (i) to the best knowledge of the Borrower, the properties owned, leased or operated by the Borrower and the Restricted Subsidiaries (the “ Properties ”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the good faith judgment aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) to the best knowledge of the Borrower (which shall be conclusive) to materially adversely affect Borrower, the business, financial position or results of Properties and all operations of the Borrower and the Consolidated Restricted Subsidiaries considered as are in compliance in all material respects, and in the last five years have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such non-compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a wholeMaterial Adverse Effect, (iii) to the best knowledge of the Borrower, there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the current or former operations of the Borrower or the Restricted Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iv) neither the Borrower nor any of the Consolidated Restricted Subsidiaries has received any notice directly or otherwise learned indirectly (ithrough a Corporate Officer) of an Environmental Claim in connection with the Properties or the current or former operations of the Borrower or the Restricted Subsidiaries or with regard to any Person whose liabilities for environmental matters the Borrower or the Restricted Subsidiaries has failed retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to comply with result in a Material Adverse Effect, nor do the Borrower or the Restricted Subsidiaries have reason to believe that any Environmental Law such notice will be received or is being overtly threatened, and (v) to obtainthe best knowledge of the Borrower, maintain Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or comply with disposed of at, on or under any permit, license or other approval required of the Properties in a manner that could give rise to liability under any Environmental Law, (ii) has become subject to nor have the Borrower or the Restricted Subsidiaries retained or assumed any Environmental Liabilityliability, (iii) has received notice contractually, by operation of any claim law or otherwise, with respect to any Environmental Liability the generation, treatment, storage or (iv) knows disposal of any basis for any Environmental LiabilityHazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) Since the date of this AgreementClosing Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (af) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in the Parent’s filings of Forms 10K, 10Q or 8K, in each case on or before the date hereof (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (bg) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in the aggregateParent’s filings of Forms 10K, are not reasonably expected 10Q or 8K, in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholedate hereof, neither the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, the Borrower or affecting any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in Loan Party (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) as to which there is a reasonable possibility of an adverse determination, that involve, and, if adversely determined, could materially reasonably be expected to adversely affect the businessaffect, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the businessa Material Adverse Effect, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, neither the Borrower nor any of the Consolidated Subsidiaries no Loan Party (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, with respect to any real property owned or leased by any Loan Party, (i) there has been no release of Hazardous Materials at, from, or to the real property, including the soils, surface waters, or ground waters thereof, and (ii) there are no conditions at the real property which, with the passage of time, or giving of notice, or both, would be reasonably likely to result in an Environmental Liability. (d) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or could reasonably be expected to result in, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of the Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect or consolidated results of operations (ii) that involve any of the Borrower and Loan Documents, the Consolidated Subsidiaries considered as a wholeSubordinated Debt Documents, the Synthetic Airplane Lease Facility, the Synthetic Equipment Lease Facility or which in any manner draws into question the validity or enforceability of this AgreementSynthetic Real Property Lease. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) The Disclosed Matters, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) Except as set forth in the Disclosed Matters or, with respect to Section 3.06(i) only, as disclosed by Holdings in its Registration Statement on Form S-1: (i) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary as to which there is no actiona reasonable likelihood of adverse determinations that, suit or proceeding pending againstin the aggregate, or would reasonably be expected to result in a Material Adverse Effect. (ii) Neither the Borrower nor any Restricted Subsidiary has been notified in writing, or, to the knowledge of the Borrower threatened against and each Restricted Subsidiary, otherwise notified, by the Federal Office of Surface Mining or affectingthe agency of any state administering the Surface Mining Control and Reclamation Act of 1977, as amended, or any comparable state statute that it is: (i) ineligible to receive additional surface mining permits; or (ii) under investigation to determine whether their eligibility to receive any Mining Permit should be revoked, i.e., "permit blocked"; in each case, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no facts exist that presently or upon the giving of notice or the lapse of time or otherwise would render the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementRestricted Subsidiary ineligible to receive surface mining permits. (b) Except for the Disclosed Matters noncompliance, Environmental Liability or claims that do not and except with respect to any other matters that, individually or in the aggregate, are would not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated Subsidiaries Restricted Subsidiary nor any Guarantor and no Real Property now or previously owned, leased or operated by any such entity (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental LawPermit, (ii) has become is subject to any Environmental LiabilityLiability (other than Environmental Liabilities for reclamation obligations for which adequate reserves have been made on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP or for which no reserves are so required), or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There Schedule 4.5(a) sets forth certain litigation which is no actionpending against Borrower as of the Closing Date (the "Pending Litigation"). No litigation (including the Pending Litigation), suit investigation or proceeding of or before any arbitrators or Governmental Authorities is pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination that could materially adversely affect reasonably be expected to have, either individually or in the businessaggregate, consolidated financial position a Material Adverse Effect or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or (ii) which in any manner draws into question the validity or enforceability of this AgreementLoan Agreement or any other Loan Document. (b) Except for the Disclosed Matters and except with respect to any other matters thatset forth on Schedule 4.5(b), individually or in the aggregate, are not reasonably expected in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, ------------ - neither the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental LawLaw that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) has become subject to any Environmental LiabilityLiability that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (iii) has received notice of any claim with respect to any Environmental Liability that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementLiability that could reasonably be expected to have, there has been no change in the status of the Disclosed Matters that, either individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is Except as disclosed in the Parent Company's Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the United States Securities and Exchange Commission, and except for Disclosed Matters, there are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower or the Parent Company, threatened against or affecting, affecting the Borrower Parent Company or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect, or consolidated results of operations (ii) that involve this Agreement, any of the Borrower and other Loan Documents, the Consolidated Subsidiaries considered as a wholeCollateral, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower Parent Company nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim or investigation with respect to any Environmental Liability Liability, or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is As of the First Amendment Effective Date, except as set forth on Schedule 3.06, there are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower threatened against or affectingHoldings, the Borrower or any Consolidated Subsidiaries before any court Restricted Subsidiary, threatened against or arbitrator affecting Holdings, the Borrower or any governmental bodyRestricted Subsidiary, agency including any relating to any Environmental Law which (i) would reasonably be expected to result in monetary judgment(s) or official in which there isrelief, individually, in excess of $250,000, (ii) seek an injunction or other equitable relief which would reasonably be expected to have a Material Adverse Effect or (iii) would reasonably be expected to adversely affect in any material respect the good faith judgment ability of the Borrower (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect Loan Parties to consummate the business, consolidated financial position Transactions or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementother transactions contemplated hereby. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are not reasonably expected likely to result in the good faith judgment of the Borrower a Material Adverse Effect, (which shall be conclusiveA) to materially adversely affect the businessneither Holdings, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, neither the Borrower nor any of the Consolidated Subsidiaries Restricted Subsidiary (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice knows of any claim with respect to basis for any Environmental Liability or (iv) knows has received any written claim or notice of violation or of potential responsibility regarding any basis for alleged violation of or liability under any Environmental Liability. Law, and (cB)(i) Since the date of this Agreement, there has been no change in Release of Hazardous Materials at, on, under or from any property currently, or to the status knowledge of Holdings, the Borrower or any of the Disclosed Matters thatRestricted Subsidiaries, individually formerly owned, leased or operated by any of them which could reasonably be expected to result in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect liability under any Environmental Law on the businesspart of any of them, financial position and (ii) all Hazardous Materials generated, used or results stored at, or transported for treatment or disposal from, any properties currently, or to the knowledge of operations of the Holdings, Borrower and the Consolidated Restricted Subsidiaries, formerly owned, leased or operated by Holdings, the Borrower or any of the Subsidiaries considered as have been disposed of in a wholemanner that could not reasonably be expected to result in liability under any Environmental Law on the part of any of them.

Litigation and Environmental Matters. (a) Except as set forth in the Disclosed Matters or, with respect to Section 3.06(i) only, as disclosed by Holdings in its Registration Statement on Form S-1: (i) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary as to which there is no actiona reasonable likelihood of adverse determinations that, suit or proceeding pending againstin the aggregate, or would reasonably be expected to result in a Material Adverse Effect. (ii) Neither the Borrower nor any Restricted Subsidiary has been notified in writing, or, to the knowledge of the Borrower threatened against and each Restricted Subsidiary, otherwise notified, by the Federal Office of Surface Mining or affectingthe agency of any state administering the Surface Mining Control and Reclamation Act of 1977, as amended, or any comparable state statute that it is: (i) ineligible to receive additional surface mining permits; or (ii) under investigation to determine whether their eligibility to receive any Mining Permit should be revoked, i.e., “permit blocked”; in each case, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no facts exist that presently or upon the giving of notice or the lapse of time or otherwise would render the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementRestricted Subsidiary ineligible to receive surface mining permits. (b) Except for the Disclosed Matters noncompliance, Environmental Liability or claims that do not and except with respect to any other matters that, individually or in the aggregate, are would not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated Subsidiaries Restricted Subsidiary nor any Guarantor and no Real Property now or previously owned, leased or operated by any such entity (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental LawPermit, (ii) has become is subject to any Environmental LiabilityLiability (other than Environmental Liabilities for reclamation obligations for which adequate reserves have been made on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP or for which no reserves are so required), or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Restricted Subsidiaries (i) that, if adversely determined (and provided that there exists a reasonable possibility of such adverse determination), could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), except that the commencement by the Borrower, any of the Restricted Subsidiaries or any Governmental Authority of a rate proceeding or earnings review before such Governmental Authority shall not constitute such a pending or threatened action, suit or proceeding pending againstunless and until such Governmental Authority has made a final determination thereunder that could reasonably be expected to have a Material Adverse Effect, or to (ii) that involve any Loan Document or the knowledge of the Borrower threatened against or affecting, the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in a Material Adverse Effect: (i) to the best knowledge of the Borrower, the properties owned, leased or operated by the Borrower and the Restricted Subsidiaries (the "Properties") do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the good faith judgment aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) to the best knowledge of the Borrower (which shall be conclusive) to materially adversely affect Borrower, the business, financial position or results of Properties and all operations of the Borrower and the Consolidated Restricted Subsidiaries considered as are in compliance in all material respects, and in the last five years have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such non‑compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a wholeMaterial Adverse Effect, (iii) to the best knowledge of the Borrower, there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the current or former operations of the Borrower or the Restricted Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iv) neither the Borrower nor any of the Consolidated Restricted Subsidiaries has received any notice directly or otherwise learned indirectly (ithrough a Corporate Officer) of an Environmental Claim in connection with the Properties or the current or former operations of the Borrower or the Restricted Subsidiaries or with regard to any Person whose liabilities for environmental matters the Borrower or the Restricted Subsidiaries has failed retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to comply with result in a Material Adverse Effect, nor do the Borrower or the Restricted Subsidiaries have reason to believe that any Environmental Law such notice will be received or is being overtly threatened, and (v) to obtainthe best knowledge of the Borrower, maintain Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or comply with disposed of at, on or under any permit, license or other approval required of the Properties in a manner that could give rise to liability under any Environmental Law, (ii) has become subject to nor have the Borrower or the Restricted Subsidiaries retained or assumed any Environmental Liabilityliability, (iii) has received notice contractually, by operation of any claim law or otherwise, with respect to any Environmental Liability the generation, treatment, storage or (iv) knows disposal of any basis for any Environmental LiabilityHazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) Since the date of this AgreementAgreement Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of Acqco, Holdings or the Borrower Borrower, threatened against or affectingaffecting Acqco, Holdings, the Borrower or any Consolidated of the Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect (other than the Disclosed Matters) or consolidated results of operations (ii) that could reasonably be expected to have a Material Adverse Effect on the rights and remedies of the Borrower and Lenders under the Consolidated Subsidiaries considered as a whole, Loan Documents or which in any manner draws into question the validity or enforceability consummation of this Agreementthe Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment a Material Adverse Effect, none of Acqco, Holdings, the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, neither the Borrower nor any of the Consolidated Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject subject, to the Borrower's knowledge, to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for that could reasonably be expected to result in any Environmental Liability. (c) Since the date of this Agreement, to the Borrower's knowledge, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or could reasonably be expected to result in, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors, threatened against or affecting, affecting the Borrower Guarantor or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect, other than the matters described in the Guarantor’s filings of Forms 10-K, 10-Q or 8-K, in each case as most recently publicly filed with the SEC prior to November 29, 2011 and excluding all statements or disclosures with respect to risk factors, cautionary statements, forward-looking statements and other similar provisions (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect and except for the matters described in the aggregateGuarantor’s filings of Forms 10-K, are not reasonably expected 10-Q or 8-K, in each case as most recently publicly filed with the good faith judgment of the Borrower (which shall be conclusive) SEC prior to materially adversely affect the businessNovember 29, financial position or results of operations of the Borrower 2011 and the Consolidated Subsidiaries considered as a wholeexcluding all statements and disclosures with respect to risk factors, cautionary statements, forward-looking statements and similar provisions, neither the Borrower Guarantor nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, claims or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, the Borrower affecting any Loan Party or any Consolidated of their Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect or consolidated results of operations of (ii) that involve the Borrower and Loan Documents or the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to received written notice of any Environmental Liability, Liability with respect to the Borrower or any of its Subsidiaries or (iii) has received notice knowledge of any claim Environmental Event with respect to the Borrower or any Environmental Liability of its Subsidiaries or (iv) knows of any basis for the imposition on such Person of any Environmental Liability. (ci) Since Except with respect to any matters disclosed in the date of this Agreementquarterly reports constituting Public Filings that were filed by the Parent for the quarter ending September 30, 2008, there has been no change in the status of the Disclosed Matters any action, suit, proceeding or environmental matter disclosed therein that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, and (ii) except with respect to any matters disclosed in the quarterly reports constituting Public Filings that were filed by Xxxx for the quarter ending September 30, 2008, to the Borrower’s best knowledge, there has been no change in any action, suit, proceeding or environmental matter disclosed therein that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a material adverse effect on the business, assets, operations or condition, financial position or results otherwise, of operations of the Borrower Xxxx and the Consolidated its Subsidiaries considered taken as a whole.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened in writing against or affectingthe Company, the Borrower or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect (other than the Disclosed Matters) or consolidated results (ii) that involve this Agreement or the Transactions. As of operations the date of this Agreement, the Company, the Borrower and its Subsidiaries have no material Contingent Obligations that are not disclosed in the Consolidated Subsidiaries considered financial statements referred to in Section 3.04 or listed as a whole, or which in any manner draws into question the validity or enforceability of this AgreementDisclosed Matter. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment a Material Adverse Effect, none of the Borrower (which shall be conclusive) to materially adversely affect the businessCompany, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, neither the Borrower nor or any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementAgreement to the knowledge of the Borrower, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There Except as disclosed on Schedule 4.6(a), as of the Closing Date, there is no actionlitigation, suit investigation or proceeding of or before any arbitrators or Governmental Authorities pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower Parent or any Consolidated Subsidiaries of its Subsidiaries. No litigation, investigation or proceeding of or before any court arbitrators or arbitrator Governmental Authorities (including those disclosed in Schedule 4.6(a)) is pending against or, to the knowledge of the Borrower, threatened against or affecting the Parent or any governmental body, agency or official in of its Subsidiaries (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination that could materially adversely affect reasonably be expected to have, either individually or in the businessaggregate, consolidated financial position a Material Adverse Effect or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or (ii) which in any manner draws into question the validity or enforceability of this Agreement. (b) Except for the Disclosed Matters and except with respect to Agreement or any other matters thatLoan Document. The operations of the Parent and its Subsidiaries comply in all material respects with all Environmental Laws; the Parent and its Subsidiaries have all permits, licenses or other authorizations required under Environmental Laws which the failure to obtain will or could reasonably be expected to have a Material Adverse Effect and are in material compliance with such permits; neither the Parent, any of its Subsidiaries nor any of their respective present property or operations, are subject to or the subject of, any investigation known to the Parent or any of its Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (A) any material violation of Environmental Law; (B) any remedial action; or (C) any material claims or liabilities arising from the Release or threatened Release of a Hazardous Material into the environment; and neither the Parent nor any of its Subsidiaries has any material contingent obligation in connection with any Release or threatened Release of a Hazardous Material into the environment. For purposes of this Section 4.6(b) "material" means any noncompliance or basis for liability which could reasonably be likely to subject the Parent or any of its Subsidiaries to liability, individually or in the aggregate, are not reasonably expected in the good faith judgment excess of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, neither the Borrower nor any of the Consolidated Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability$10,000,000. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors, threatened against or affecting, affecting the Borrower Parent Guarantor or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in the Parent Guarantor’s filings of Forms 10-K, 10-Q or 8-K, in each case on or before the First Amendment Effective Date (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in the aggregateParent Guarantor’s filings of Forms 10-K, are not reasonably expected 10-Q or 8-K, in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeFirst Amendment Effective Date, neither the Borrower Parent Guarantor nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of its Subsidiaries before (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document or the Transactions. Neither the Borrower nor any of its Restricted Subsidiaries is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or arbitrator any federal, state, municipal or any other governmental bodydepartment, commission, board, bureau, agency or official in which there isinstrumentality, domestic or foreign, that, individually or in the good faith judgment of the Borrower (which shall aggregate, would reasonably be conclusive), expected to result in a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementMaterial Adverse Effect. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are would not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows has knowledge of any basis for fact that could reasonably be expected to subject the Borrower or any of its Subsidiaries to any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in or would reasonably be expected to result in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position or consolidated results of operations to result in a Material Adverse Effect (other than the Disclosed Matters), (ii) that involve any of the Borrower and Transactions that are not frivolous and, if adversely determined, would reasonably be expected to be adverse to the Consolidated Subsidiaries considered as a whole, interests of the Lenders (other than the Disclosed Matters) or which in (iii) that involve any manner draws into question of the validity or enforceability of this AgreementLoan Documents. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject obligated to redress any Environmental Liability, (iii) has received notice of any claim with respect asserting that the Borrower or any of its Subsidiaries may be obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental LiabilityLiability that the Borrower or any of its Subsidiaries may become obligated to redress. (c) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Restricted Subsidiaries (i) that, if adversely determined (and provided that there exists a reasonable possibility of such adverse determination), could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), except that the commencement by the Borrower, any of the Restricted Subsidiaries or any Governmental Authority of a rate proceeding or earnings review before such Cleco Corporation Loan Agreement Governmental Authority shall not constitute such a pending or threatened action, suit or proceeding pending againstunless and until such Governmental Authority has made a final determination thereunder that could reasonably be expected to have a Material Adverse Effect, or to (ii) that involve any Loan Document or the knowledge of the Borrower threatened against or affecting, the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower (which shall be conclusive), a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in a Material Adverse Effect: (i) to the best knowledge of the Borrower, the properties owned, leased or operated by the Borrower and the Restricted Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the good faith judgment aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) to the best knowledge of the Borrower (which shall be conclusive) to materially adversely affect Borrower, the business, financial position or results of Properties and all operations of the Borrower and the Consolidated Restricted Subsidiaries considered as are in compliance in all material respects, and in the last five years have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such non-compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a wholeMaterial Adverse Effect, (iii) to the best knowledge of the Borrower, there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the current or former operations of the Borrower or the Restricted Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iv) neither the Borrower nor any of the Consolidated Restricted Subsidiaries has received any notice directly or otherwise learned indirectly (ithrough a Corporate Officer) of an Environmental Claim in connection with the Properties or the current or former operations of the Borrower or the Restricted Subsidiaries or with regard to any Person whose liabilities for environmental matters the Borrower or the Restricted Subsidiaries has failed retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to comply with result in a Material Adverse Effect, nor do the Borrower or the Restricted Subsidiaries have reason to believe that any Environmental Law such notice will be received or is being overtly threatened, and (v) to obtainthe best knowledge of the Borrower, maintain Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or comply with disposed of at, on or under any permit, license or other approval required of the Properties in a manner that could give rise to liability under any Environmental Law, (ii) has become subject to nor have the Borrower or the Restricted Subsidiaries retained or assumed any Environmental Liabilityliability, (iii) has received notice contractually, by operation of any claim law or otherwise, with respect to any Environmental Liability the generation, treatment, storage or (iv) knows disposal of any basis for any Environmental Liability.Hazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Cleco Corporation Loan Agreement (c) Since the date of this AgreementClosing Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is, in the good faith judgment of the Borrower Subsidiaries (which shall be conclusive)i) that, if adversely determined (and provided that there exists a reasonable possibility of an such adverse decision which determination), could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position to result in a Material Adverse Effect (other than the Disclosed Matters) or consolidated results of operations of (ii) that involve any Loan Document or the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this AgreementTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in a Material Adverse Effect: (i) the real properties owned, leased or operated by the Borrower and the Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the good faith judgment of aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of Properties and all operations of the Borrower and the Consolidated Subsidiaries considered as are in compliance in all material respects, and in the last five years have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such noncompliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a wholeMaterial Adverse Effect, (iii) there have been no Releases or threatened Releases at, from, under or, to the knowledge of the Borrower, proximate to the Properties or otherwise in connection with the current or former operations of the Borrower or the Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iv) neither the Borrower nor any of the Consolidated Subsidiaries has received any notice of an Environmental Claim in connection with the Properties or the current or former operations of the Borrower or the Subsidiaries or with regard to any Person whose liabilities for environmental matters the Borrower or the Subsidiaries has retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, nor do the Borrower or the Subsidiaries have reason to believe that any such notice will be received or is being threatened, and (iv) has failed Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in a manner that could give rise to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required liability under any Environmental Law, (ii) has become subject to nor have the Borrower or the Subsidiaries retained or assumed any Environmental Liabilityliability, (iii) has received notice contractually, by operation of any claim law or otherwise, with respect to any Environmental Liability the generation, treatment, storage or (iv) knows disposal of any basis for any Environmental Liability.Hazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (c) Since the date of this AgreementAgreement Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are ------------------------------------- no actionactions, suit suits or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Borrower, threatened against or affecting, affecting the Borrower or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision which determination and that, if adversely determined, could materially adversely affect reasonably be expected, individually or in the businessaggregate, consolidated financial position or consolidated results of operations to result in a Material Adverse Effect (other than the Disclosed Matters), (ii) that involve any of the Borrower and Transactions that are not frivolous and, if adversely determined, would reasonably be expected to be adverse to the Consolidated Subsidiaries considered as a whole, interests of the Lenders (other than the Disclosed Matters) or which in (iii) that involve any manner draws into question of the validity or enforceability of this AgreementLoan Documents. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are could not reasonably be expected to result in the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect, neither the Borrower nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject obligated to redress any Environmental Liability, (iii) has received notice of any claim with respect asserting that the Borrower or any of its Subsidiaries may be obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental LiabilityLiability that the Borrower or any of its Subsidiaries may become obligated to redress. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive)aggregate, has resulted in in, or materially increased the likelihood of, a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeMaterial Adverse Effect.

Litigation and Environmental Matters. (a) There is are no actionactions, suit suits, investigations or proceeding proceedings by or before any arbitrator or Governmental Authority pending againstagainst or, or to the knowledge of the Borrower Obligors, threatened against or affecting, affecting the Borrower Parent Guarantor or any Consolidated of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in (i) as to which there is, in the good faith judgment of the Borrower (which shall be conclusive), is a reasonable possibility of an adverse decision determination which could, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in the Parent Guarantor’s filings of Forms 10-K, 10-Q or 8-K, in each case on or before the Effective Date (the “Existing Litigation”), and other than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could materially reasonably be expected to adversely affect the business, consolidated financial position or consolidated results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole, or which in any manner draws into question the validity or enforceability of this Agreementany of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters thatthat could not, individually based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in the aggregateParent Guarantor’s filings of Forms 10-K, are not reasonably expected 10-Q or 8-K, in each case on or before the good faith judgment of the Borrower (which shall be conclusive) to materially adversely affect the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a wholeEffective Date, neither the Borrower Parent Guarantor nor any of the Consolidated its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate in the good faith judgment of the Borrower (which shall be conclusive), has resulted in a material adverse effect on the business, financial position or results of operations of the Borrower and the Consolidated Subsidiaries considered as a whole.