Common use of Litigation and Environmental Matters Clause in Contracts

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries or any of their respective executive officers or directors (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerCompany, threatened against or affecting Holdings, the Borrower, Company or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that specifically involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the Borrower Company or any of 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 incurred any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are that could reasonably likely be expected to form the basis for result in any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors the Restricted Subsidiaries (i) which could reasonably be expected to be adversely determined 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) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, (x) neither the Borrower or nor any of its the 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, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or and (ivy) knows the Borrower has no knowledge of any facts or circumstances which are reasonably likely to form the basis for any Environmental LiabilityLiability on the part of any of the Restricted Subsidiaries.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings, the Borrower, Borrower or any of its Restricted Subsidiaries or any of their respective executive officers or directors (i) which could that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) on the Closing Date, that involve any of the Loan Documents this Agreement or the TransactionsTransactions (excluding use of proceeds). (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are basis reasonably likely to form the basis for any result in Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that specifically involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the Borrower or any of 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 incurred any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are that could reasonably likely be expected to form the basis for result in any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as set forth in the Disclosure Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors the Subsidiaries (i) as to which could reasonably there is a reasonable possibility of an adverse determination and that if adversely determined would be expectedmaterially likely, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) Change or (ii) that involve any of the Loan Credit Documents or the Transactions. (b) Except for either as set forth in the Disclosed Matters or any other Disclosure Documents, and except with respect to matters that, individually or in the aggregate, could would not reasonably be expected materially likely to result in a Material Adverse EffectChange, none of Holdings, neither the Borrower or nor any of its the 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the any Borrower, threatened against or affecting Holdings, the Borrower, MetLife or any of its Material Subsidiaries or any of their respective executive officers or directors (i) as to which could there would reasonably be expected to be an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect Change (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse EffectChange, none of Holdings, the Borrower or neither MetLife nor any of its Material 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 Liability, or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrowereither Credit Party, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries or any of their respective executive officers or directors Company that (i) have not been disclosed in the Disclosed Matters and as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, 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 any challenge or would reasonably be expected to affect the legality, validity or enforceability of the Loan Documents or the Transactionsthis Agreement. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any of its Subsidiaries no Company (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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the any Borrower, threatened against or affecting Holdings, the Borrower, MetLife or any of its Material Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, is reasonably be expectedlikely, individually or in the aggregate, to result in a Material Adverse Effect Change (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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 EffectChange, none of Holdings, the Borrower or neither MetLife nor any of its Material 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Borrower or the Borrowerany Material Subsidiary, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Material Subsidiary (i) as to which there is a reasonable likelihood of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or nor any of its Subsidiaries Material 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Borrower or the Borrowerany of its Subsidiaries, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (iv) knows of any facts conditions or circumstances which are that could reasonably likely be expected to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There As of the Effective Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Restricted Subsidiaries or any of their respective executive officers or directors (i) which could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect Change (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except As of the Effective Date, except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse EffectChange, none of Holdings, neither the Borrower or nor any of 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the reasonable basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the such Borrower, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries such Borrower or any of their respective executive officers or directors the Restricted Subsidiaries (i) which could reasonably be expected to be adversely determined 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) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the (x) neither such Borrower or nor any of its the 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, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or and (ivy) knows such Borrower has no knowledge of any facts or circumstances which are reasonably likely to form the basis for any Environmental LiabilityLiability on the part of any of the Restricted Subsidiaries.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Parent or the Borrower, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Parent or any of their respective executive officers or directors Subsidiary (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, 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 any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or Parent nor any of its 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than except as disclosed in the Disclosed Mattersfinancial statements referred to in Section 3.05(a)) or (ii) that involve any of the Loan Documents Credit Document or the Transactions. (b) Except for either the Disclosed Matters or any other matters thatas, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There As of the Effective Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, 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 any of the Loan Documents or the Transactionsthis Agreement. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerCompany, threatened in writing against or affecting Holdings, the Borrower, any of its Subsidiaries Company or any of their respective executive officers or directors the Subsidiaries (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or Company nor any of its the 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are basis reasonably likely to form the basis for result in any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings any Borrower or the Borrowerany Subsidiary, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiary (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the Borrower or neither any of its Subsidiaries the Borrowers nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (iv) knows of any facts conditions or circumstances which are that could reasonably likely be expected to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no investigations, actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Material Subsidiaries or any of their respective executive officers or directors Property (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, may reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could may not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than except as disclosed in the Disclosed Mattersfinancial statements referred to in Section 3.05(a)) or (ii) that involve any of the Loan Documents Document or the Transactions. (b) Except for either the Disclosed Matters or any other matters thatas, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actionsNo litigation, suits investigation or proceedings by proceeding of or before any arbitrator arbitrators or Governmental Authority Authorities is pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Restricted Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve which in any manner draws into question the validity or enforceability of the Loan Documents this Agreement or the Transactionsany other Transaction Document. (b) Except for as could reasonably be expected to have, either the Disclosed Matters or any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any of its Restricted Subsidiaries (i) has failed to comply in any material respect 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. None of Holdings, the Borrower or any of its Restricted Subsidiaries (iiix) has received notice of any claim with respect to any Environmental Liability or (ivy) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental LiabilityLiability that, in each case, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Parent, the Borrower or the Borrowerany Subsidiary, threatened against or affecting Holdingsthe Parent, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiary (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdingsthe Parent, the Borrower or any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as disclosed on Schedule 3.06 hereto, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerCompany, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Company or any of their respective executive officers or directors the Subsidiaries (i) as to which there is a reasonable possibility of an adverse 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) that involve this Agreement or any of the other Loan Documents Document or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or Company nor any of its the 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as set forth on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings Holdings, the Borrower or the Borrowerany Restricted Subsidiary, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Restricted Subsidiary, including any relating to any Environmental Law, that are reasonably likely to (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve adversely affect in any material respect the ability of the Loan Documents or Parties to consummate the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could are not reasonably be expected likely to result in a Material Adverse Effect, (A) none of Holdings, the Borrower or nor any of its Subsidiaries Restricted 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 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 facts alleged violation of or circumstances which are reasonably likely to form the basis for liability under any Environmental LiabilityLaw.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerCompany, threatened against or affecting Holdings, the Borrower, Company or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable probability of an adverse determination and that, if adversely determined, 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 any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or Company nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters and the Cases, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerBorrowers, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Parent Borrower or any of their respective executive officers or directors Restricted Subsidiary (i) as to which could there is a reasonable likelihood of an adverse determination and that, if adversely determined, 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 any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Parent Borrower or nor any of its Subsidiaries Restricted 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against the Borrower or affecting Holdings, the Borrower, any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or nor any of 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 applicable 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actionsNo litigation, suits investigation or proceedings by proceeding of or before any arbitrator arbitrators or Governmental Authority Authorities or any Medical Reimbursement Program is pending against or, to the knowledge of Holdings or any Responsible Officer of the BorrowerLoan Parties, threatened in writing against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve which in any manner challenges the validity or enforceability of the this Agreement or any other Loan Documents or the TransactionsDocument. (b) Except for either the Disclosed Matters or with respect to any other matters that, either individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Parent or the Borrower, threatened against or affecting Holdingsthe Parent, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdingsthe Parent, the Borrower or any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiary (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the Borrower or any of its 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Borrower or the Borrowerany Subsidiary, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiary (i) which that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or nor any of its Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (iv) knows of any facts conditions or circumstances which are that could reasonably likely be expected to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There As of each of the Closing Date and the Availability Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, 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 any of the Loan Documents or the Transactionsthis Agreement. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority (including, but not limited to, the United States Food and Drug Administration) pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable likelihood of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as set forth on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings Holdings, the Borrower or the Borrowerany Restricted Subsidiary, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Restricted Subsidiary, including any relating to any Environmental Law, that are reasonably likely to (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve adversely affect in any material respect the ability of the Loan Documents or Parties to consummate the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could are not reasonably be expected likely to result in a Material Adverse Effect, none of Holdings, the Borrower or nor any of its Subsidiaries Restricted 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 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 facts alleged violation of or circumstances which are reasonably likely to form the basis for liability under any Environmental LiabilityLaw.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings (including labor matters) by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Restricted Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, 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 any of the Loan Documents this Agreement or the TransactionsCredit Documents. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the reasonable basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings, the Borrower, Borrower or any of its Restricted Subsidiaries or any of their respective executive officers or directors (i) which could that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) on the Restatement Effective Date, that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are basis reasonably likely to form the basis for any result in Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings any Responsible Officer of any Loan Party or the Borrowerany of its subsidiaries, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Loan Parties or any of their respective executive officers or directors subsidiaries (i) which that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters (i) no Loan Party nor any of its subsidiaries has received written notice of any claim with respect to any Environmental Liability or, to the knowledge of any Responsible Officer of any Loan Party or any of its subsidiaries, knows of any basis for any Environmental Liability, in each case that could reasonably be expected to result in a Material Adverse Effect and (ii) 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, none of Holdings, the Borrower or no Loan Party nor any of its Subsidiaries subsidiaries (i1) 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 (ii2) 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerCompany, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Company or any of their respective executive officers or directors the Subsidiaries (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or Company nor any of its the Subsidiaries (i) has failed to comply in all material respects 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are basis reasonably likely to form the basis for result in any Environmental Liability.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the any Borrower, threatened against or affecting Holdings, the Borrower, any Borrower or any of its Subsidiaries or any of their respective executive officers or directors subsidiaries (i) as to which there is a reasonable possibility of an adverse 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) that involve this Agreement, any of the Loan Documents Borrowing Subsidiary Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the neither any Borrower or nor any of its Subsidiaries 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, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Borrower or the Borrowerany Subsidiary, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiary (i) which that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (iii) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or nor any of its Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (iii) has become subject to any Environmental Liability, (iiii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (ivi) knows of any facts conditions or circumstances which are that could reasonably likely be expected to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There As of the Effective Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge Knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Restricted Subsidiaries or any of their respective executive officers or directors (i) which could 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 any of the Loan Documents this Agreement or the Transactions. (b) Except As of the Effective Date, except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the reasonable basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable probability of an adverse determination and that, if adversely determined, 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 any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings Symmetry or the either Borrower, threatened against or affecting HoldingsSymmetry, the Borrower, any of its Subsidiaries either Borrower or any of their respective executive officers or directors other Subsidiary (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or any other with respect to matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of HoldingsSymmetry, the Borrower Borrowers or any of its the 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 facts or circumstances which are reasonably likely to form the basis for any Environmental LiabilityLiability against Symmetry, either Borrower or any other Subsidiary.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting HoldingsParent, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiary (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of HoldingsParent, the Borrower or any of its 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, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There As of the Closing Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, 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 any of the Loan Documents or the Transactionsthis Agreement. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the such Borrower, threatened against or affecting Holdings, the Borrower, such Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that involve this Agreement, any of the Loan Documents Document or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the such Borrower or nor any of 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 in any suit, action or proceeding to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings any Borrower or the Borrowerany Subsidiary, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiary (i) as to which there is a reasonable likelihood of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the Borrower or Borrowers nor any of its Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (iv) knows of any facts conditions or circumstances which are that could reasonably likely be expected to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings Intermediate Holdings, the Borrower or the Borrowerany Subsidiary, threatened against or affecting Intermediate Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors (i) which Subsidiary that could reasonably be expected, individually or in the aggregate, to (i) result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve adversely affect in any material respect the ability of the Loan Documents or Parties to consummate the Transactions. (b) Except for either the Disclosed Matters or 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, none of neither Intermediate Holdings, the Borrower or nor any of its 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the such Borrower, threatened against or affecting Holdings, the Borrower, such Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the neither such Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.,

Litigation and Environmental Matters. (a) There As of the Effective Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Restricted Subsidiaries or any of their respective executive officers or directors (i) which could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect Change (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except As of the Effective Date, except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse EffectChange, none of Holdings, neither the Borrower or nor any of its Subsidiaries 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the reasonable basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Borrower or the Borrowerany Subsidiary, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiary (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or nor any of its Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (iv) knows of any facts conditions or circumstances which are that could reasonably likely be expected to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are ------------------------------------- no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings Limited or the Borrower, threatened against or affecting HoldingsLimited, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors the Subsidiaries (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdingsneither Limited, the Borrower or nor any of its the 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no investigations, actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Material Subsidiaries or any of their respective executive officers or directors Property (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, may reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could may not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.. 39

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerBorrowers, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Parent Borrower or any of their respective executive officers or directors Restricted Subsidiary (i) as to which could there is a reasonable likelihood of an adverse determination and that, if adversely determined, 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 any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Parent Borrower or nor any of its Subsidiaries Restricted 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are Except for the matters set forth on Annex II, no actionslitigation, suits investigation or proceedings by proceeding of or before any arbitrator arbitrators or Governmental Authority Authorities is pending against or, to the knowledge of Holdings or the BorrowerBorrowers, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrowers or any of their respective executive officers or directors Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve which in any manner draws into question the validity or enforceability of the Loan Documents this Agreement or the Transactionsany other Operative Document. (b) Except for either the Disclosed Matters matters set forth on Annex II, or any other matters that, individually or in the aggregate, except as could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or Borrowers nor any of its 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, (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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as set forth on Schedule 4.6(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, any member of the Borrower, any of its Subsidiaries or any of their respective executive officers or directors Holdings Group (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect or as set forth on Schedule 4.6(b), none no member of Holdings, the Borrower or any of its Subsidiaries Holdings Group (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 Environmental Claim or any other claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (iRestricted Subsidiaries(i) which could that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) on the Closing Date, that involve any of the Loan Documents this Agreement or the TransactionsTransactions (excluding use of proceeds). (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of its Subsidiaries (iRestricted 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are basis reasonably likely to form the basis for any result in Environmental Liability.

Litigation and Environmental Matters. (a) There are no investigations, actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Material Subsidiaries or any of their respective executive officers or directors Property (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, may reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents this Agreement or the Transactions. (ba) Except for either the Disclosed Matters or with respect to any other matters that, individually or in the aggregate, could may not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings any Borrower or the Borrowerany Material Subsidiary, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Material Subsidiary (i) as to which there is a reasonable likelihood of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the Borrower or Borrowers nor any of its Subsidiaries Material 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiary (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or nor any of its 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Company or the BorrowerFunding, Five-Year Credit Agreement 37 -33- threatened against or affecting Holdings, the Borrower, Company or any of its Material Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, is reasonably be expectedlikely, individually or in the aggregate, to result in a Material Adverse Effect Change (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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 EffectChange, none of Holdings, neither the Borrower or Company nor any of its Material 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Parent or the Borrower, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Parent or any of their respective executive officers or directors Subsidiary (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, 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 any of the Loan Documents or the Restatement Transactions. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or Parent nor any of its 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors the Subsidiaries (i) which could 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 relate to the execution, delivery, validity or enforceability of any Loan Document or the performance of any of the Loan Documents or Transactions by any of the Transactionsparties thereto. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of its the 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 written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened in any court, in arbitration or before any Governmental Authority, by or against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) which Subsidiaries, taken as a whole, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any or, as of the Closing Date, that purport to affect or pertain to this Agreement or any other Loan Documents or the TransactionsDocument. (b) Except for either the Disclosed Matters or 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, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or any of the BorrowerCredit Parties, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries or any of their respective executive officers or directors Credit Parties (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Basic Documents or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the Borrower or any of its Subsidiaries Credit Parties (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 any inquiry, allegation, notice or other communication from any Governmental Authority concerning its compliance with any Environmental Law or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower, any of its Subsidiaries Loan Parties or any of their respective executive officers or directors Subsidiaries (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents this Agreement or the Transactions. (bi) Except for either the Disclosed Matters or 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, none no Loan Party nor any of Holdingsits Subsidiaries has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) except with respect to any other matters that, individually or in the Borrower or aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (i1) 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.Law or

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Company or the BorrowerFunding, threatened against or affecting Holdings, the Borrower, Company or any of its Material Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, is reasonably be expectedlikely, individually or in the aggregate, to result in a Material Adverse Effect Change (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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 EffectChange, none of Holdings, neither the Borrower or Company nor any of its Material 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdingsthe REIT, the Borrower, any of its Subsidiaries Borrower or any of their respective executive officers or directors Subsidiaries (i) which 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) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdingsthe REIT, the Borrower or any of its their 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 applicable Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that specifically involve any of the Loan Documents this Agreement or the Transactions. (b) i. Except for either the Disclosed Matters or 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, none of Holdings, the Borrower or any of 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 incurred any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are that could reasonably likely be expected to form the basis for result in any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which could there is a reasonable possibility of an adverse determination and that, if adversely determined, 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 any of the Loan Documents or the Transactionsrelated to this Agreement. (b) Except for either the Disclosed Matters or and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that specifically involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the Borrower or any of 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 incurred or become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or circumstances which are that could reasonably likely be expected to result in or form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, Borrower or any of its Restricted Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable probability of an adverse 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 of the Third Amendment Effective Date, that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) none of Holdings, the Borrower or any of its Restricted Subsidiaries has received any written or actual notice of any claim with respect to any Environmental Liability or has knowledge or reason to believe that any such notice will be received or is threatened and (ii) none of the Borrower or any of its Restricted Subsidiaries (i1) has has, at any time during the last five (5) years, 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 (ii2) 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrowerit, threatened against or affecting Holdings, the Borrower, it or any of its Restricted Subsidiaries or any of their respective executive officers or directors (i) as to which there is a reasonable possibility of an adverse 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) that involve any of the Loan Documents this Agreement or the Transactions. (b) Except for either the Disclosed Matters or 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, none of Holdings, the Borrower or neither it nor any of 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 facts or circumstances which are reasonably likely to form the basis for any Environmental Liability.