Common use of Litigation and Environmental Matters Clause in Contracts

Litigation and Environmental Matters. (a) Except for routine examinations conducted by a Regulatory Supervising Organization or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except with respect to any 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 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positionsSubsidiary, before threatened against or affecting Holdings, the Borrower or any Restricted Subsidiary, including any relating to any Environmental Law, that are reasonably likely to (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be beforei) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse EffectEffect or (ii) adversely affect in any material respect the ability of the Loan Parties to consummate the Transactions or the other transactions contemplated hereby. (b) Except 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 (A) neither Holdings, the Borrower or nor any 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice knows of any claim, allegation, investigation or order with respect to basis for any Environmental Liability or (iv) hashas received any written claim or notice of violation or of potential responsibility regarding any alleged violation of or liability under any Environmental Law, and (B)(i) there has been no Release of Hazardous Materials at, on, under or from any property currently, or to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any of the Restricted Subsidiary will become subject Subsidiaries, formerly owned, leased or operated by any of them which could reasonably be expected to result in liability under any Environmental LiabilityLaw on the part of any of them, and (ii) all Hazardous Materials generated, used or stored at, or transported for treatment or disposal from, any properties currently, or to the knowledge of Holdings, Borrower and the Restricted Subsidiaries, formerly owned, leased or operated by Holdings, the Borrower or any of the Subsidiaries have been disposed of in a manner that could not reasonably be expected to result in liability under any Environmental Law on the part of any of them.

Litigation and Environmental Matters. Except as set forth on Schedule 3.06: (a) Except for routine examinations conducted there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any of its Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, Subsidiaries which would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.; (b) Except with respect to except for any matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of (i) neither Holdings, the Borrower or nor any of its Restricted Subsidiary Subsidiaries has received written notice of any claim with respect to any Environmental Liability, knows of any basis for any Environmental Liability or, to the knowledge of the Borrower, has become subject to any Environmental Liability and (iii) has failed to comply with neither Holdings, the Borrower nor any of its Restricted Subsidiaries is in violation of any Environmental Law or to obtainhas not obtained, maintain maintained, or comply complied with any permit, license or other approval required under any Environmental Law; and (c) neither Holdings, (ii) hasthe Borrower nor any of its Restricted Subsidiaries has treated, stored, transported, Released or disposed of any Hazardous Material at or from any currently or formerly owned, leased or operated real estate or facility nor, to the knowledge of Holdings or the Borrower, become subject to has any Environmental Liability, (iii) has received written notice of Hazardous Material been Released from any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, third-party location relating to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower ’s or any of its Restricted Subsidiary will become subject Subsidiaries’ businesses, in each case in a manner that would reasonably be expected to any Environmental Liabilityhave a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings, Intermediate Holdings or the any Borrower, threatened in writing against or affecting (i) Holdings, the Intermediate Holdings, any Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) 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 Intermediate Holdings, any Borrower or any 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, to the knowledge of Holdings, Intermediate Holdings or the any Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings, Intermediate Holdings or the any Borrower, any basis to reasonably expect that Holdings, the Intermediate Holdings, any Borrower or any Restricted Subsidiary will become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the any Borrower, threatened in writing against any Borrower or affecting any of its respective Subsidiaries or any of their respective properties (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) that involve this Agreement or the other Loan Documents. (b) Except with respect to any matters that, individually or in the aggregate, as could not be reasonably be expected to result in have a Material Adverse Effect, none : (i) neither any Property of Holdings, the any Borrower or any Restricted Subsidiary (i) has failed to comply with Subsidiary, nor the operations conducted thereon, violate any order or requirement of any court or Governmental Authority or any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Laws; (ii) hasno Property of any Borrower or any Subsidiary nor the operations currently conducted thereon or, to the knowledge of Holdings or the any Borrower, become by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial or investigative obligations under Environmental Liability, Laws; (iii) has received written notice all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any claimand all Property of each Borrower and each Subsidiary, allegationincluding, investigation without limitation, past or order with respect present treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, have been duly obtained or filed, are in full force and effect and not subject to any Environmental Liability pending or threatened legal challenge, and each Borrower and each Subsidiary are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations; (iv) hasall hazardous substances, solid waste and oil and gas exploration and production wastes, if any, generated at any and all Property of any Borrower or any Subsidiary have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to endanger public health or welfare or the environment, and, to the knowledge of Holdings any Borrower, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to endanger public health or welfare or the Borrowerenvironment, and are not the subject of any basis existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (v) each Borrower or a Subsidiary has taken all steps reasonably necessary to reasonably expect determine and have determined that Holdingsno hazardous substances, the solid waste or oil and gas exploration and production wastes have been disposed of or otherwise released, and there has been no threatened release of any hazardous substances on or to any Property of any Borrower or any Restricted Subsidiary, except in compliance with Environmental Laws and so as not to endanger public health or welfare or the environment; (vi) to the extent applicable, all Property of each Borrower and each Subsidiary currently satisfies all applicable design, operation and equipment requirements imposed by the Oil Pollution Act of 1990 and no Borrower has any reason to believe that such Property, to the extent subject thereto, will become subject not be able to maintain compliance with the requirements thereof during the term of this Agreement; and (c) none of the Borrowers or any Environmental LiabilitySubsidiary has any known material contingent liability in connection with any release or threatened release of any oil, hazardous substance or solid waste into the environment.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06(a), there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the actual knowledge of Holdings or the BorrowerResponsible Officers of a Loan Party, threatened in writing against or affecting any Loan Party or any of its Subsidiaries (i) Holdingsas to which there is a reasonable expectation of an adverse determination which, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedingsif adversely determined, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, expected individually or in the aggregate, aggregate to result in a Material Adverse EffectEffect or (ii) that involve any of the Loan Documents, the Senior Initial Loan Documents, the Holdco Initial Loan Documents or the Acquisition Agreement. (b) Except with respect to No Loan Party nor any 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 Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation actual or order potential claim with respect to any Environmental Liability or (iv) hasknows of any basis for any Environmental Liability, which, in each case, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (c) No Real Estate or facility owned, operated or leased by any Loan Party or any of its Subsidiaries is listed or, to the knowledge of Holdings the Loan Parties, proposed for listing on the National Priorities List promulgated pursuant to CERCLA or similar state “Superfund” list except to the Borrowerextent that such filings, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (d) No Lien has been recorded or, to the knowledge of any basis Loan Party, threatened under any Environmental Law with respect to reasonably expect that Holdings, any Real Estate of the Borrower Loan Parties or any Restricted Subsidiary of their Subsidiaries. (e) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will become subject not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other applicable Environmental LiabilityLaw, except for any requirement the noncompliance with which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (f) The Lead Borrower has made available to the Agents and the Lenders all material documents, studies, and reports in the possession, custody or control of the Loan Parties and their Subsidiaries concerning compliance with or liability under Environmental Law, including those concerning the actual or suspected existence of Hazardous Material at Real Estate or facilities currently or formerly owned, operated, leased or used by any Loan Party or any of its Subsidiaries. (g) Hazardous Materials are not present at or about any of the Real Estate or any other facility currently owned, operated or leased by any Loan Party or any of its Subsidiaries in amount or condition that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. Except as set forth on Schedule 3.06: (a) Except for routine examinations conducted there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Parent Borrower, threatened in writing against or affecting (i) Holdings, the Parent Borrower or any of its Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, Subsidiaries which would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.; (b) Except with respect to except for any matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, (i) none of Holdings, any Borrower nor any of their Restricted Subsidiaries has received written notice of any claim with respect to any Environmental Liability, knows of any basis for any Environmental Liability or, to the knowledge of the Parent Borrower, has become subject to any Environmental Liability and (ii) none of Holdings, any Borrower or nor any of their Restricted Subsidiary (i) has failed to comply with Subsidiaries is in violation of any Environmental Law or to obtainhas not obtained, maintain maintained, or comply complied with any permit, license or other approval required under any Environmental Law; and (c) none of Holdings, (ii) hasany Borrower nor any of their Restricted Subsidiaries has treated, stored, transported, Released or disposed of any Hazardous Material at or from any currently or formerly owned, leased or operated real estate or facility nor, to the knowledge of Holdings or the Parent Borrower, become subject to has any Environmental Liability, (iii) has received written notice of Hazardous Material been Released from any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, third-party location relating to the knowledge of Holdings or the Parent Borrower, any basis to reasonably expect that Holdings, the Borrower ’s or any of its Restricted Subsidiary will become subject Subsidiaries’ businesses, in each case in a manner that would reasonably be expected to any Environmental Liabilityhave a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth in Schedule 3.06(a), there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) 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 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability Liability, or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability, or (v) currently owns, leases or operates, or to the knowledge of Holdings, the Borrower or any Restricted Subsidiary has formerly owned, leased or operated any properties which contain or where there has been a Release or threat of Release of any Hazardous Materials in amounts or concentrations which constitute a violation of, or require investigation, response or other corrective action by Holdings, the Borrower or any Restricted Subsidiary under, applicable Environmental Laws. To the knowledge of Holdings or the Borrower, all Hazardous Materials transported from any property currently or formerly owned or operated by any of Holdings, the Borrower or any Restricted Subsidiary for off-site disposal have been disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted by a Regulatory Supervising Organization or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, in each case, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except with respect to any 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 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06(a), there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the actual knowledge of Holdings or the BorrowerResponsible Officers of a Loan Party, threatened in writing against or affecting any Loan Party or any of its Subsidiaries (i) Holdingsas to which there is a reasonable expectation of an adverse determination which, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedingsif adversely determined, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, expected individually or in the aggregate, aggregate to result in a Material Adverse EffectEffect or (ii) that involve any of the Loan Documents, the Senior Initial Loan Documents, the Holdco Initial Loan Documents or the Acquisition Agreement. (b) Except with respect to No Loan Party nor any 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 Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation actual or order potential claim with respect to any Environmental Liability or (iv) hasknows of any basis for any Environmental Liability, which, in each case, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (c) No Real Estate or facility owned, operated or leased by any Loan Party or any of its Subsidiaries is listed or, to the knowledge of Holdings the Loan Parties, proposed for listing on the National Priorities List promulgated pursuant to CERCLA or similar state “Superfund” list except to the Borrowerextent that such filings, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (d) No Lien has been recorded or, to the knowledge of any basis Loan Party, threatened under any Environmental Law with respect to any Real Estate of the Loan Parties or any of their Subsidiaries. (e) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other applicable Environmental Law, except for any requirement the noncompliance with which could not reasonably expect that Holdingsbe expected to have, individually or in the aggregate, a Material Adverse Effect. (f) The Borrower has made available to the Agents and the Lenders all material documents, studies, and reports in the possession, custody or control of the Borrower and their Subsidiaries concerning compliance with or liability under Environmental Law, including those concerning the actual or suspected existence of Hazardous Material at Real Estate or facilities currently or formerly owned, operated, leased or used by the Borrower or any Restricted Subsidiary will become subject of its Subsidiaries. (g) Hazardous Materials are not present at or about any of the Real Estate or any other facility currently owned, operated or leased by any Loan Party or any of its Subsidiaries in amount or condition that, individually or in the aggregate, would reasonably be expected to any Environmental Liabilityresult in a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits, investigations or proceedings at law or in equity or by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings Holdings, the Borrower or any Restricted Subsidiary and solely for purposes of the Borrowerrepresentations and warranties to be given on the Funding Date, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or any business, property or rights (iiother than intellectual property rights, which are addressed in Section 3.05(b)) of any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before Person (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be beforei) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) that involve any of the Loan Documents. (b) Except with respect to any 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 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or Liability, (iv) hashas any present or, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become Subsidiary, past operations or properties subject to any federal, state or local investigation to determine whether any remedial action is needed to address any environmental pollution, Hazardous Material impacts or environmental clean-up, (v) has any contingent liability with respect to any Release, environmental pollution or Hazardous Material impacts on any real property now or previously owned, leased or operated by it or (vi) knows of any basis for any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth in Schedule 3.06(a), there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, that would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) 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 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or Liability, (ivvi) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability, or (v) to the knowledge of the Borrower or any Restricted Subsidiary, currently owns, leases or operates or has formerly owned, leased or operated any properties which contain or where there has been a Release or threat of Release of any Hazardous Materials in amounts or concentrations which constitute a violation of, or require investigation, response or other corrective action by the Borrower or any Restricted Subsidiary under, applicable Environmental Laws. To the knowledge of the Borrower, all Hazardous Materials transported from any property currently or formerly owned or operated by any of the Borrower or any Restricted Subsidiary for off-site disposal have been disposed of in a manner which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or Liability, (iv) has, to the knowledge knows of Holdings or the Borrower, any basis for any Environmental Liability, or (v) is subject to any decree, consent order or other administrative order arising under any Environmental Law. Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably expect that Holdingsbe expected to result in a Material Adverse Effect, no real estate currently or formerly owned or leased by the Borrower or any Restricted Subsidiary will become of its Subsidiaries contains, is subject to any to, affected by, or contaminated with, Hazardous Materials, except Hazardous Materials used, stored and transported in accordance with Environmental LiabilityLaws. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positionsSubsidiary, before threatened against or affecting Holdings, the Borrower or any Subsidiary, including any relating to any Environmental Law, that are reasonably likely to (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be beforei) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse EffectEffect or (ii) adversely affect in any material respect the ability of the Loan Parties to consummate the Transactions or the other transactions contemplated hereby. (b) Except 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 (A) neither Holdings, the Borrower or nor any 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice knows of any claim, allegation, investigation or order with respect to basis for any Environmental Liability or (iv) hashas received any written claim or notice of violation or of potential responsibility regarding any alleged violation of or liability under any Environmental Law; and (B)(i) there has been no Release of Hazardous Materials at, on, under or from any property currently, or to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject of the Subsidiaries, formerly owned, leased or operated by any of them which could reasonably be expected to result in liability under any Environmental LiabilityLaw on the part of any of them, and (ii) all Hazardous Materials generated, used or stored at, or transported for treatment or disposal from, any properties currently, or to the knowledge of Holdings, Borrower and the Subsidiaries, formerly owned, leased or operated by Holdings, the Borrower or any of the Subsidiaries have been disposed of in a manner that could not reasonably be expected to result in liability under any Environmental Law on the part of any of them.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings the Parent or the Borrower, threatened in writing against or affecting (i) Holdingsthe Parent, the Borrower or any of the Restricted Subsidiary or Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) that involve the Existing Credit Facility, this Agreement or the other Loan Documents. (b) Except as could not be reasonably expected to have a Material Adverse Effect (or with respect to any matters that(iii), individually or in (iv) and (v) below, where the aggregate, failure to take such actions could not be reasonably be expected to result in have a Material Adverse Effect): (i) neither any Property of the Parent, none the Borrower or any Restricted Subsidiary, nor the operations conducted thereon, violate any order or requirement of Holdingsany court or Governmental Authority or any Environmental Laws; (ii) no Property of the Parent, the Borrower or any 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) hasnor the operations currently conducted thereon or, to the knowledge of Holdings the Parent or the Borrower, become by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Liability, Laws; (iii) has received written notice all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any claimand all Property of the Parent, allegationthe Borrower and each Restricted Subsidiary, investigation including, without limitation, past or order present treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, have been duly obtained or filed, and the Parent, the Borrower and each Restricted Subsidiary are in compliance with respect to any Environmental Liability or the terms and conditions of all such notices, permits, licenses and similar authorizations; (iv) hasall hazardous substances, to solid waste and oil and gas exploration and production wastes, if any, generated at any and all Property of the knowledge of Holdings or the Borrower, any basis to reasonably expect that HoldingsParent, the Borrower or any Restricted Subsidiary will become have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the knowledge of the Parent or the Borrower, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (v) the Parent and the Borrower have taken all steps reasonably necessary to determine and have determined that no hazardous substances, solid waste or oil and gas exploration and production wastes have been disposed of or otherwise released, and there has been no threatened release of any hazardous substances on or to any Property of the Parent, the Borrower or any Restricted Subsidiary, except in compliance with Environmental LiabilityLaws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment; (vi) to the extent applicable, all Property of the Parent, the Borrower and each Restricted Subsidiary currently satisfies all design, operation and equipment requirements imposed by the Oil Pollution Act of 1990 and neither the Parent nor the Borrower has any reason to believe that such Property, to the extent subject thereto, will not be able to maintain compliance with the requirements thereof during the term of this Agreement; and (c) none of the Parent, the Borrower or any Restricted Subsidiary has any known material contingent liability in connection with any release or threatened release of any oil, hazardous substance or solid waste into the environment.

Litigation and Environmental Matters. (a) Except for routine examinations conducted the Disclosed Matters, there are not any actions, suits or proceedings at law or in equity or by a Regulatory Supervising Organization or before any Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding now pending against, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, Holdings or the Borrower or any Restricted Subsidiary or any business, property or rights of any such Person (i) which involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and which (A) if adversely determined, would individually result in a loss of greater than $500,000 or (B) if adversely determined (excluding any officeractions, director suits or key employee proceedings at law or in equity or by or before any Governmental Authority that would individually result in a loss of Holdings, the Borrower $500,000 or any Restricted Subsidiary in their respective capacities in such positions, before (orless), in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that aggregate could reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse Effect. (b) Except None of Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits), or is in default with respect to any matters judgment, writ, injunction or decree of any Governmental Authority, except any such violations or defaults that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) Except for the Disclosed Matters, the soils and groundwater beneath the properties and facilities owned or operated by Holdings, the Borrower and the Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, or (ii) give rise to liability under, Environmental Laws, which violations and liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except for the Disclosed Matters, the Properties and all operations of Holdings, the Borrower and the Subsidiaries are in compliance, and in the last three years have been in compliance, with all Environmental Laws and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such non-compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) Except for the Disclosed Matters, there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the operations of Holdings, the Borrower or the Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be anticipated to result in a Material Adverse Effect. (f) Except for the Disclosed Matters, none of Holdings, the Borrower or any 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, to of the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) Subsidiaries has received any written notice of any claim, allegation, investigation an Environmental Claim in connection with the Properties or order the operations of the Borrower or the Subsidiaries or with respect regard to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that person whose liabilities for environmental matters Holdings, the Borrower or the Subsidiaries has retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be anticipated to result in a Material Adverse Effect, nor do Holdings, the Borrower or the Subsidiaries have reason to believe that any Restricted Subsidiary such notice will become subject to any Environmental Liabilitybe received or is being threatened. (g) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that purport to affect or pertain to this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis for any Environmental Liability. (c) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably expect that Holdingsbe expected to result in a Material Adverse Effect, with respect to any real property owned or leased by the Borrower or any Restricted Subsidiary will become subject of its Subsidiaries, (i) there has been no release of Hazardous Materials at, from, or to any the real property, including the soils, surface waters, or ground waters thereof, and (ii) there are no conditions at the real property that, with the passage of time, or giving of notice, or both, would be reasonably likely to result in an Environmental Liability. (d) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) All facilities and property (including underlying groundwater) owned, leased, used or operated by the Loan Parties have been, and continue to be, owned, leased, used or operated by the Loan Parties in compliance with all Environmental Laws in effect at the time and from time to time of such ownership, leasing or usage, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. (d) There are no pending or threatened (in writing): (i) claims, complaints, notices or requests for information received by Loan Parties (or any one or more of them) with respect to any alleged violation of any Environmental Law, except such as could not reasonably be expected to have a Material Adverse Effect, or (ii) complaints, notices or inquiries to the Loan Parties (or any one or more of them) regarding potential liability under any Environmental Law which liability could reasonably be expected to have a Material Adverse Effect; (e) There has been no escape, seepage, leakage, spillage, discharge, emission or release of Hazardous Materials at, on, under or from any property now or previously owned, leased, used or operated by the Loan Parties (or any one or more of them) that, singly or in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect. (f) Each of the Loan Parties has been issued and is in compliance with all Environmental Permits, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. (g) No conditions exist at, on or under any property now or previously owned, leased, used or operated by the Loan Parties (or any one or more of them) which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law in effect at the time, which liability could reasonably be expected to have a Material Adverse Effect. (h) No Loan Party has within the immediately preceding three (3) years been convicted of an offence for non-compliance with any Environmental Laws, Environmental Permits or Environmental Orders or been fined or otherwise sentenced or settled such prosecution short of conviction. (i) Each of the Loan Parties has in effect a management structure that permit it to effectively manage environmental risk and respond in a timely manner in compliance with the Environmental Laws, Environmental Orders and Environmental Permits in the event of release of Hazardous Materials in, on or under their property. (j) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitration or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the BorrowerCompany, threatened in writing against or affecting the Company or any of its Subsidiaries (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expectedwould, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than as set forth in Section 3.06(a) of the Disclosure Schedule) or (ii) that involve this Agreement or the Company Documents, or the transactions contemplated thereby. (b) Except as set forth in Section 3.06(b) of the Disclosure Schedule and except with respect to any 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 Company or any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability or has received any request for information from a Governmental Authority under any Environmental Law, (iii) has received notice of any claim with respect to any Environmental Liability, (iiiiv) has received written notice knows of any claimpast or present facts or circumstances that are reasonably likely to result in Environmental Liability, allegation, or (v) knows of any investigation or order threatened investigation or judicial or administrative proceeding with respect to any of the foregoing. (c) Except as set forth on Section 3.06(c) of the Disclosure Schedule, none of the property currently owned, leased or operated by the Company or by its Subsidiaries is, or as a result of this transaction and the other transactions contemplated by the E.ON Purchase Agreement would be, subject to (i) any state or local Environmental Liability Laws which would impose restrictions on the use of such property or require notice, disclosure or advance approval prior to such transactions, or (ivii) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to liens under any Environmental LiabilityLaws.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except with respect for the Disclosed Matters, each of Borrower and its Subsidiaries has obtained all environmental, health and safety permits, licenses and other authorizations required under all Environmental Laws to carry on its business as now being or as proposed to be conducted, except to the extent failure to have any matters thatsuch permit, license or authorization would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Each of such permits, licenses and authorizations is in full force and effect and each of Borrower and its Subsidiaries is in material compliance with the terms and conditions thereof, and is also in material compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder. In addition, except for the Disclosed Matters, no notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or to Borrower's knowledge, threatened by any Governmental Authority or other Person with respect to any alleged failure by a Borrower or any of its Subsidiaries to have any environmental, health or safety permit, license or other authorization required under any Environmental Law in connection with the conduct of the business of the Borrower or any of its Subsidiaries or with respect to any generation, treatment, storage, recycling, transportation, discharge or disposal, or any release of any Hazardous Materials generated by Borrower or any of its Subsidiaries, except to the extent that failure to have any such environmental, health or safety permit, license, or other authorization could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. All environmental investigations, studies, audits, tests, reviews or other analyses conducted by or that are in the possession of Borrower or any of its Subsidiaries in relation to facts, circumstances or conditions at or affecting any site or facility now or previously owned, operated or leased by Borrower or any of its Subsidiaries and that could reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any 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, Effect have been made available to the knowledge Lenders. (c) Since the date of Holdings this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the Borroweraggregate, become subject to any Environmental Liabilityhas resulted in, (iii) has received written notice or materially increased the likelihood of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liabilitya Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the BorrowerParent, threatened in writing against or affecting (i) Holdings, the Borrower Parent or any of its Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, Subsidiaries which would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except with respect to for any matters thatthat would not reasonably be expected to have, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none (i) neither Parent nor any of Holdings, its Restricted Subsidiaries has received written notice of any claim with respect to any Environmental Liability of the Borrower or any Subsidiary, knows of any reasonable basis for any Environmental Liability of the Borrower or any Subsidiary or has become subject to any Environmental Liability and (ii) neither Parent nor any of its Restricted Subsidiary (i) has failed to comply with Subsidiaries is in violation of any Environmental Law or to obtainhas not obtained, maintain maintained or comply complied with any permit, license or other approval required under any Environmental Law. (c) Neither Parent nor any of its Restricted Subsidiaries has treated, (ii) hasstored, to the knowledge of Holdings transported, Released or the Borrower, become subject to any Environmental Liability, (iii) has received written notice disposed of any claimHazardous Material at or from any currently or, allegation, investigation during the period of ownership or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower operation by Parent or any of its Restricted Subsidiary will become subject Subsidiaries, formerly owned, leased or operated real estate or facility nor has any Hazardous Material been Released from any third-party location used for disposal or otherwise in connection with Parent’s or any of its Restricted Subsidiaries’ businesses, in each case in a manner that would reasonably be expected to any Environmental Liabilityhave, individually or in the aggregate, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positionsSubsidiary, before threatened against or affecting Holdings, the Borrower or any Subsidiary, including any relating to any Environmental Law, that are reasonably likely to (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be beforei) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse EffectEffect or (ii) adversely affect in any material respect the ability of the Loan Parties to consummate the transactions contemplated hereby. (b) Except 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 (A) neither Holdings, the Borrower or nor any 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice knows of any claim, allegation, investigation or order with respect to basis for any Environmental Liability or (iv) hashas received any written claim or notice of violation or of potential responsibility regarding any alleged violation of or liability under any Environmental Law; and (B)(i) there has been no Release of Hazardous Materials at, on, under or from any property currently, or to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject of the Subsidiaries, formerly owned, leased or operated by any of them which could reasonably be expected to result in liability under any Environmental LiabilityLaw on the part of any of them, and (ii) all Hazardous Materials generated, used or stored at, or transported for treatment or disposal from, any properties currently, or to the knowledge of Holdings, Borrower and the Subsidiaries, formerly owned, leased or operated by Holdings, the Borrower or any of the Subsidiaries have been disposed of in a manner that could not reasonably be expected to result in liability under any Environmental Law on the part of any of them.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary, threatened against or affecting Holdings, the Borrower or any Subsidiary that are reasonably likely to have a Material Adverse Effect or that are reasonably likely to adversely affect in their respective capacities in such positionsany material respect the ability of the Loan Parties to consummate the Transactions or the other transactions contemplated hereby; provided, before that, to the extent covered by a cash investment by the Permitted Investors or other Persons (or, other than any Loan Party or Subsidiary thereof) directly or indirectly in the case Borrower, the FCPA Claims shall not be deemed to have a material adverse effect on the business, operations, assets, liabilities, financial condition or results of material operations of Holdings, the Borrower and the Subsidiaries, taken as a whole. (b) Neither Holdings, the Borrower nor any Subsidiary is subject to any judgment or pending or threatened claims, actions, suits, investigations or proceedings, would be beforelegal claim involving Intellectual Property (as defined in the Collateral Agreement) or owned by any Governmental Authoritythird party, Regulatory Supervising Organization and, to the knowledge of Holdings, the Borrower or arbitrator any Subsidiary, there is no basis for any such claim, that could reasonably be expected, individually or in the aggregate, aggregate could reasonably be expected to result in a Material Adverse Effect. (bc) Except 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 neither Holdings, the Borrower or nor any 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iviii) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the best knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdingsthe Company, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) that involve this Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdingsneither the Company, the Borrower or nor any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) hasknows of any basis for any Environmental Liability. (c) Except as may be disclosed in detail by the Borrower to the Administrative Agent and the Lenders in writing from time to time, no Hazardous Materials are located on or about any of the Properties, and the Properties do not contain any underground tanks for the storage or disposal of Hazardous Materials; provided that notwithstanding the delivery of any such notice, the Borrower and each of its Subsidiaries shall at all times be in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Properties except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Further, (i) the Borrower has not, and to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower no other Person has, (A) stored or treated Hazardous Materials, (B) disposed of Hazardous Materials or incorporated Hazardous Materials into, on or around any of the Properties, and (C) permitted any underground storage tanks to exist on any of the Properties except where such storage, treatment or disposal of Hazardous Materials or existence of underground storage tanks, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (ii) no complaint, order, citation or notice with regard to air emissions, water discharges, noise emissions, or Hazardous Materials, if any, or any Restricted Subsidiary will become subject other environmental, health, or safety matters affecting any of the Properties or any portion thereof, from any person, government or entity, has been issued to the Borrower which has not been remedied or cured except where failure to have remedied or cured any Environmental Liabilityof the foregoing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (iii) the Borrower and each of the other Consolidated Businesses has complied in all material respects with all applicable laws, rules or regulations affecting the Properties.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits, investigations or proceedings at law or in equity or by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings Holdings, the Borrower or the Borrowerany Restricted Subsidiary, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or any business, property or rights (iiother than intellectual property rights, which are addressed in Section 3.05(b)) of any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before Person (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be beforei) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) that involve any of the Loan Documents. (b) Except with respect to any 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 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or Liability, (iv) hashas any present or, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become Subsidiary, past operations or properties subject to any federal, state or local investigation to determine whether any remedial action is needed to address any environmental pollution, Hazardous Material impacts or environmental clean-up, (v) has any contingent liability with respect to any Release, environmental pollution or Hazardous Material impacts on any real property now or previously owned, leased or operated by it or (vi) knows of any basis for any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except with respect for the Disclosed Matters, each of Borrower and its Subsidiaries has obtained all environmental, health and safety permits, licenses and other authorizations required under all Environmental Laws to carry on its business as now being or as proposed to be conducted, except to the extent failure to have any matters thatsuch permit, license or authorization would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. Each of such permits, licenses and authorizations is in full force and effect and each of Borrower and its Subsidiaries is in compliance with the terms and conditions thereof, and is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder. In addition, except for the Disclosed Matters, no notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or to Borrower's knowledge, threatened by any Governmental Authority or other Person with respect to any alleged failure by a Borrower or any of its Subsidiaries to have any environmental, health or safety permit, license or other authorization required under any Environmental Law in connection with the conduct of the business of the Borrower or any of its Subsidiaries or with respect to any generation, treatment, storage, recycling, transportation, discharge or disposal, or any release of any Hazardous Materials generated by Borrower or any of its Subsidiaries, except to the extent that failure to have any such environmental, health or safety permit, license, or other authorization could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. All environmental investigations, studies, audits, tests, reviews or other analyses conducted by or that are in the possession of Borrower or any of its Subsidiaries in relation to facts, circumstances or conditions at or affecting any site or facility now or previously owned, operated or leased by Borrower or any of its Subsidiaries and that could reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any 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, Effect have been made available to the knowledge Lenders. (c) Since the date of Holdings this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the Borroweraggregate, become subject to any Environmental Liabilityhas resulted in, (iii) has received written notice or materially increased the likelihood of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liabilitya Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted the Disclosed Matters set forth in part (a) of Schedule 4.6, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge Knowledge of Holdings or the BorrowerCredit Parties, threatened in writing against or affecting any Credit Party or Subsidiary (i) Holdingsin which any Person has alleged that the use by any Credit Party or Subsidiary of any Patent, Trademark or Copyright violates or infringes on the Borrower or rights of any Restricted Subsidiary Person or (ii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters set forth in part (a) of Schedule 4.6). (b) Except with respect to any matters thatfor the Disclosed Matters set forth in part (b) Schedule 4.6 or except as could not reasonably be expected, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any Restricted Subsidiary Credit Parties and the Subsidiaries (i) has have not failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any in connection with the operation of the Credit Parties’ and the Subsidiaries’ business to be in compliance with all applicable Environmental LawLaws, (ii) has, to the knowledge of Holdings or the Borrower, have not become subject to any Environmental Liability, ; (iii) has have not received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or any inquiry, allegation, notice or other communication from any Governmental Authority which is currently outstanding or pending concerning its compliance with any Environmental Law or (iv) has, to the knowledge do not know of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the any Borrower, threatened in writing against or affecting the Company or any of its Subsidiaries (excluding, solely for the purpose of clause (i) Holdingsof this representation and warranty as made on and as of the Effective Date, Farnam and its 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 Borrower or any Restricted Subsidiary aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) any officerthat involve this Agreement or the Transactions. There are no labor controversies pending against or, director to the knowledge of the Company, threatened against or key employee of Holdings, affecting the Borrower Company or any Restricted Subsidiary in their respective capacities in such positionsof its Subsidiaries (excluding, before solely for the purpose of clause (orx) of this representation and warranty as made on and as of the Effective Date, in the case of material threatened claims, actions, suits, investigations or proceedings, would be beforeFarnam and its subsidiaries) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that (x) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (y) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of Holdingsits Subsidiaries (excluding, solely for the Borrower or any Restricted Subsidiary purpose of this representation and warranty as made on and as of the Effective Date, Farnam and 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. Neither the Company nor any Subsidiary (excluding, solely for the purpose of this representation and warranty as made on and as of the Effective Date, Farnam and its subsidiaries) is party or subject to any law, regulation, rule or order, or any obligation under any agreement or instrument, that has a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of the Subsidiaries (iii) any officerthat, director or key employee if adversely determined (and provided that there exists a reasonable possibility of Holdingssuch adverse determination), the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), except that the commencement by the Borrower, any of the Subsidiaries or any Governmental Authority of a rate proceeding or earnings review before such Governmental Authority shall not constitute such a pending or threatened action, suit or proceeding unless and until such Governmental Authority has made a final determination thereunder that could reasonably be expected to have a Material Adverse Effect, or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (i) to the best knowledge of the Borrower, none the properties owned, leased or operated by the Borrower and the Subsidiaries (the "Properties") do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) to the best knowledge of Holdingsthe Borrower, the Properties and all operations of the Borrower and the Subsidiaries are in compliance in all material respects, and in the last five years have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such non‑compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (iii) to the best knowledge of the Borrower, there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the current or former operations of the Borrower or the Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iv) neither the Borrower nor any Restricted Subsidiary of the Subsidiaries has received any notice directly or otherwise learned indirectly (ithrough a Corporate Officer) of an Environmental Claim in connection with the Properties or the current or former operations of the Borrower or the Subsidiaries or with regard to any Person whose liabilities for environmental matters the Borrower or the Subsidiaries has failed retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to comply with result in a Material Adverse Effect, nor do the Borrower or the Subsidiaries have reason to believe that any Environmental Law such notice will be received or is being overtly threatened, and (v) to obtainthe best knowledge of the Borrower, maintain Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or comply with disposed of at, on or under any permit, license or other approval required of the Properties in a manner that could give rise to liability under any Environmental Law, (ii) has, to nor have the knowledge of Holdings Borrower or the BorrowerSubsidiaries retained or assumed any liability, become subject to any Environmental Liabilitycontractually, (iii) has received written notice by operation of any claimlaw or otherwise, allegation, investigation or order with respect to any Environmental Liability the generation, treatment, storage or disposal of Hazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (ivc) hasSince the Agreement Date, to there has been no change in the knowledge status of Holdings the Disclosed Matters that, individually or in the Borroweraggregate, any basis to reasonably expect that Holdingshas resulted in, or materially increased the Borrower or any Restricted Subsidiary will become subject to any Environmental Liabilitylikelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither Holdings, the Borrower or nor any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claimclaim asserting that Holdings, allegation, investigation the Borrower or order with respect any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect for any Environmental Liability that Holdings, the Borrower or any Restricted Subsidiary will of its Subsidiaries is reasonably likely to become subject obligated to any Environmental Liabilityredress. (c) Since the Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted by a Regulatory Supervising Organization There are no actions, suits or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, proceedings or, to the knowledge of Holdings or the Borrower, threatened in writing investigations, by or before any arbitrator or Governmental Authority pending against or affecting (i) Holdingsor, to the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee knowledge of Holdings, the Borrower or any Restricted Subsidiary, threatened against or affecting Holdings, the Borrower or any Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be beforei) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that (x) on the Restatement Effective Date, involve any of the Loan Documents or the Restatement Transactions or (y) on the date of any credit event after the Restatement Effective Date, could affect the legality, validity or enforceability of any of the Loan Documents. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither Holdings, the Borrower or nor any 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted by a Regulatory Supervising Organization or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suitNo litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against, against or, to the knowledge of Holdings or any Responsible Officer of the BorrowerLoan Parties, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Consolidated Subsidiaries (iii) any officer, director or key employee as to which there is a reasonable possibility of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator an adverse determination that could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document. (b) Except with respect to any 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 Restricted Subsidiary of its Consolidated Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to knows of any basis for any Environmental Liability. (c) To the knowledge of Holdings or the Responsible Officers of the Borrower, any basis to reasonably expect that Holdings, none of the Borrower or any Restricted Subsidiary will become subject Consolidated Subsidiary, nor any of their current respective officers, directors, or employees, have engaged (and no Responsible Officer of a Loan Party has received written notice from a Contract Provider that such Contract Provider has engaged) in any activities that constitute prohibited acts of fraud under Medicare Regulations or Medicaid Regulations where such activities have resulted, or the Borrower has reasonably determined in good faith it could reasonably be expected to any Environmental Liabilityresult, in a Material Adverse Effect and the Borrower has not taken action within a reasonable period of time after discovery of such activities, to suspend or remove such persons from responsibilities relating to such activities or to ensure that such activities are no longer reasonably expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as discussed in Schedule 3.06, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the BorrowerCompany, threatened in writing against or affecting the Company or any of its Subsidiaries (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) that involve this Agreement or the Transactions. (b) Except In the ordinary course of its business the officers of the Company consider the effect of Environmental Laws on the business of the Company and its Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities to which the Company or its Subsidiaries may be subject due to Environmental Laws. On the basis of this consideration, except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of Holdings, the Borrower or any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. Neither the Company nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal, state, provincial or territorial investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted the Disclosed Matters, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of the Subsidiaries (iii) any officerthat, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any Restricted Subsidiary of the Subsidiaries (i) has have 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, to the knowledge of Holdings or the Borrower, have become subject to any Environmental Liability, (iii) has have received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge know of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Since the date of this Credit Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (d) Except with respect to Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry or other public office, that purports to cover, affect or give notice of any present or possible future Lien on any assets or property of a Loan Party or any rights relating thereto.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the BorrowerHoldings, threatened in writing against or affecting Holdings or any of its Subsidiaries (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions. (b) To the knowledge of Holdings, the facilities and properties owned, leased or operated by Holdings and each of its Subsidiaries (the "Properties") do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law, except for such violation or liability that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (bi) The environmental audits regarding the real properties which are part of the Merchant's Acquisition provided to the Co-Administrative Agent pursuant to Section 4.01(j) of the March 2003 Credit Agreement do not contain any finding that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; and (ii) the Phase I environmental assessments regarding the real properties which are part of the NTB Acquisition provided to the Co-Administrative Agent pursuant to Section 4.01(l) of the First Amended and Restated Credit Agreement do not contain any finding that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither any Borrower nor any of Holdings, the Borrower or any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or Subsidiary, (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except with respect to any matters thatas has not resulted in and would not, 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 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) hashas incurred, to the knowledge of Holdings assumed, provided an indemnity with respect to, or the Borrower, otherwise become subject to any Environmental Liability, (iii) has received written notice any notice, report, order, directive or other information regarding any actual or alleged violation of Environmental Laws or any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) hasknows of any basis for any Environmental Liability. (c) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary has ever treated, stored, released, discharged, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed any Person to, or owned or operated any property or facility which is or has been contaminated by, any Hazardous Materials, so as to give rise to any current or future Environmental Liability. (d) The Borrower has furnished to the knowledge Lead Lender all material environmental audits, assessments, reports and other material environmental, health or safety documents relating to the past or current operations or facilities of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to (including the Core Assets), in each case which are in the possession or under the reasonable control of the Borrower or any Environmental LiabilitySubsidiary.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis for any Environmental Liability. (c) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably expect that Holdingsbe expected to result in a Material Adverse Effect, the with respect to any real property currently or formerly owned or operated by Borrower or any Restricted Subsidiary will become subject (i) there has been no release of Hazardous Materials at, from, or to any such real property, including the soils, surface waters, or ground waters thereof, and (ii) there are no conditions at such real property which, in each case, with the passage of time, or giving of notice, or both, would be reasonably likely to result in an Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, which have been filed against or, to the knowledge of Holdings or the Borrower's knowledge, threatened in writing against or affecting the Credit Parties (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower's knowledge, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or any inquiry, allegation, notice or other communication from any Governmental Authority which is currently outstanding or pending concerning its compliance with any Environmental Law or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of (i) the Disclosed Matters (excluding the Disclosed Matters related to potential Environmental Liabilities) or (ii) to the Borrower's knowledge, the Disclosed Matters related to potential Environmental Liabilities, that, in each case, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, which have been filed against or, to the knowledge of Holdings or the Borrower’s knowledge, threatened in writing against or affecting the Credit Parties (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower’s knowledge, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or any inquiry, allegation, notice or other communication from any Governmental Authority which is currently outstanding or pending concerning its compliance with any Environmental Law or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of (i) the Disclosed Matters (excluding the Disclosed Matters related to potential Environmental Liabilities) or (ii) to the Borrower’s knowledge, the Disclosed Matters related to potential Environmental Liabilities, that, in each case, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrowerany Loan Party, threatened in writing against or affecting (i) Holdingsany Loan Party or any of its Subsidiaries or that involve any Loan Document, the Borrower or any Restricted Subsidiary or (ii) any officerTransactions as to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters). (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none no Loan Party nor any of Holdings, the Borrower or any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Since the date of delivery of the Disclosed Matters, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (d) The representations and warranties set forth in subsections (a), (b) and (c) of this Section shall not be made on any date prior to the date of delivery of the Disclosed Matters (including the Effective Date, if the Effective Date shall fall on a date prior to the date of such delivery) and shall be made, in any event, on the date of delivery of the Disclosed Matters.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters), (ii) which seek to prevent, enjoin or delay consummation of the Business Combination, or impose burdensome conditions to the Business Combination (other than the shareholder litigation described in the proxy statement dated September 17, 2004, filed with the Securities and Exchange Commission in connection with the Business Combination), or (iii) that involve any of the Loan Documents. (b) Except for the Disclosed Matters 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 Restricted Subsidiary (i) neither the Borrower nor any of its Subsidiaries 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) hasthere are no pending, or to the knowledge of Holdings or the Borrower, become subject to threatened claims, actions, suits, proceedings or investigations arising under Environmental Laws (“Environmental Claims”) against or affecting the Borrower or any Environmental LiabilitySubsidiary, and (iii) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any there are no facts, circumstances or conditions which would reasonably be expected to form the basis to reasonably expect that Holdings, for an Environmental Claim against the Borrower or any Restricted Subsidiary will become subject to any Environmental LiabilitySubsidiary.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, that would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator 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 this Agreement, any other Loan Document or the Transactions. Neither the Borrower nor any of its Restricted Subsidiaries is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (b) Except for the Disclosed Matters 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 Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, or (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the has knowledge of Holdings or the Borrower, any basis fact that could reasonably be expected to reasonably expect that Holdings, subject the Borrower or any Restricted Subsidiary will become subject of its Subsidiaries to any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the best knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdingsthe Company, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdingsneither the Company, the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permitpen-nit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) There has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (d) Except as may be disclosed in detail by the Borrower to the Lender in writing from time to time, no Hazardous Materials are located on or about any of the Properties, and the Properties do not contain any underground tanks for the storage or disposal of Hazardous Materials except for storage tanks which are in full compliance with all federal, state and local Environmental Laws; provided that notwithstanding the delivery of any such notice, the Borrower and each of its Subsidiaries shall at all times be in compliance

Litigation and Environmental Matters. (a) Except for routine examinations conducted Disclosed Matters, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the BorrowerBorrowing Agent, threatened in writing against or affecting any Borrower or any Subsidiary (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the no Borrower or any 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, with respect to any real property owned or leased by any Borrower or any of its Subsidiaries, (i) there has been no release of Hazardous Materials at, from, or to the real property, including the soils, surface waters, or ground waters thereof, and (ii) there are no conditions at the real property that, with the passage of time, or giving of notice, or both, would be reasonably likely to result in an Environmental Liability. (d) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth in Schedule 3.06(a), there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, that would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) 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 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or Liability, (ivvi) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability., or (v) to the knowledge of the Borrower or any Restricted Subsidiary, currently owns, leases or operates or has formerly owned, leased or operated any properties which contain or where there has been a Release or threat of Release of any Hazardous Materials in amounts or concentrations which constitute a violation of, or require investigation, response or other corrective action by the Borrower or any Restricted Subsidiary under, applicable Environmental Laws. To the

Litigation and Environmental Matters. (a) Except for routine examinations conducted by a Regulatory Supervising Organization There are no actions, suits, litigation, investigations or proceedings by, of or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing by or against or affecting any Loan Party or any Subsidiary of the Borrower or against any of its property or assets (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters, but only to the extent amounts paid in respect of any or all Disclosed Matters do not exceed in the aggregate $1,500,000), or (ii) that involve, or purport to affect or pertain to, this Agreement, any other Loan Document or the Transactions. (ba) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none no Loan Party or Subsidiary of Holdings, the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or any remediation order, notice of claim, notice of infraction or other order under any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability Liability, or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, with respect to any real property owned or leased by any Loan Party or any Subsidiary of the Borrower, (i) there has been no release of Hazardous Materials at, from, or to the real property, including the soils, surface waters, or ground waters thereof, and (ii) there are no conditions at the real property which, with the passage of time, or giving of notice, or both, would be reasonably likely to result in an Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of the Subsidiaries (iii) any officerthat, director or key employee if adversely determined (and provided that there exists a reasonable possibility of Holdingssuch adverse determination), the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), except that the commencement by the Borrower, any of the Subsidiaries or any Governmental Authority of a rate proceeding or earnings review before such Governmental Authority shall not constitute such a pending or threatened action, suit or proceeding unless and until such Governmental Authority has made a final determination thereunder that could reasonably be expected to have a Material Adverse Effect, or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (i) to the best knowledge of the Borrower, none the properties owned, leased or operated by the Borrower and the Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) to the best knowledge of Holdingsthe Borrower, the Properties and all operations of the Borrower and the Subsidiaries are in compliance in all material respects, and in the last five years have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such non-compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (iii) to the best knowledge of the Borrower, there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the current or former operations of the Borrower or the Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iv) neither the Borrower nor any Restricted Subsidiary of the Subsidiaries has received any notice directly or otherwise learned indirectly (ithrough a Corporate Officer) of an Environmental Claim in connection with the Properties or the current or former operations of the Borrower or the Subsidiaries or with regard to any Person whose liabilities for environmental matters the Borrower or the Subsidiaries has failed retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to comply with result in a Material Adverse Effect, nor do the Borrower or the Subsidiaries have reason to believe that any Environmental Law such notice will be received or is being overtly threatened, and (v) to obtainthe best knowledge of the Borrower, maintain Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or comply with disposed of at, on or under any permit, license or other approval required of the Properties in a manner that could give rise to liability under any Environmental Law, (ii) has, to nor have the knowledge of Holdings Borrower or the BorrowerSubsidiaries retained or assumed any liability, become subject to any Environmental Liabilitycontractually, (iii) has received written notice by operation of any claimlaw or otherwise, allegation, investigation or order with respect to any Environmental Liability the generation, treatment, storage or disposal of Hazardous Materials, which transportation, generation, treatment, storage or disposal, or retained or assumed liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (ivc) hasSince the First Restatement Date, to there has been no change in the knowledge status of Holdings the Disclosed Matters that, individually or in the Borroweraggregate, any basis to reasonably expect that Holdingshas resulted in, or materially increased the Borrower or any Restricted Subsidiary will become subject to any Environmental Liabilitylikelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits, claims or proceedings at law, in equity, in arbitration or by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries or against any of its or their property or revenue (iii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) that involve any of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, have not resulted in, or could not reasonably be expected to result in, a Material Adverse Effect, none of the Borrower or any of its Subsidiaries (i) is failing, or has failed, to comply with any Environmental Law or to obtain, maintain or comply with any permit, license, registration, certification or other approval required under any Environmental Law, (ii) has incurred, assumed, provided an indemnity with respect to, or otherwise become subject to any Environmental Liability, (iii) has received any Environmental Notice, or any report or other information regarding any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, have not resulted in, or could not reasonably be expected to result in, a Material Adverse Effect, none of the Borrower or any of its Subsidiaries has treated, stored, released, discharged, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, sold, distributed, or exposed any Person to, or owned, leased or operated any property or facility which is or has been contaminated by, any Hazardous Materials, in each case so as to give rise to any current or future Environmental Liability. (d) Neither the Borrower nor any Subsidiary is undertaking or is obligated to undertake, either individually or together with other potentially responsible parties, any investigation, remediation, or response action relating to any actual or threatened Release of Hazardous Materials at any site or location, except as has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. (e) [Reserved]. (f) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (g) No Borrower or Subsidiary Loan Party is in default with respect to any order, injunction or judgment of any Governmental Authority, except for such defaults which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Borrower or any Subsidiary, (i) Holdingsas to which there is a reasonable likelihood of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except with respect to any matters thatas would not, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, none of Holdings, the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license license, registration or other approval required under any Environmental Law, (ii) hashas assumed or provided an indemnity with respect to, to the knowledge of Holdings or the Borrower, become subject to any Environmental LiabilityLiability of any other Person, (iii) has received any written notice notice, report, order, or directive regarding any actual or alleged violation of or liability under Environmental Laws by Borrower, any claimSubsidiary, allegationor by any current or former operators of Oil and Gas Properties that are in the Reserve Report or that Borrower or any Subsidiary otherwise has any ownership interest in, investigation or order any claim with respect to any Environmental Liability Liability, or (iv) hasknows of any basis for any Environmental Liability. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of Borrower or any Subsidiary has ever treated, stored, Released, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or exposed any Person to any Hazardous Materials, or, to the knowledge of Holdings or the Borrower, owned or operated any basis property or facility which is or has been contaminated by, any Hazardous Materials, in each case, in a manner that has or could result in an Environmental Liability. (d) Borrower has made available to reasonably expect that Holdingsthe Lead Lender all material environmental audits, assessments, studies, memoranda, reports and other material environmental, health or safety documents relating to the past or current operations or facilities of Borrower or any Restricted Subsidiary will become subject to Subsidiary, in each case which are in the possession or under the reasonable control of Borrower or any Environmental LiabilitySubsidiary.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Lead Borrower, threatened in writing against or affecting (i) Holdings, the Borrower Loan Parties or any of their Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, Subsidiaries which would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except with respect to for any 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 Restricted Subsidiary (i) no Loan Party nor any of its Restricted Subsidiaries is subject to or has received notice of any Environmental Claim or any Environmental Liability or knows of any basis for any Environmental Liability of the Borrowers or any of their Restricted Subsidiaries and (ii) no Loan Party nor any of its Restricted Subsidiaries 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. |NY\7652510.20US-DOCS\114316435.10|| (c) Neither any Loan Party nor any of its Restricted Subsidiaries has treated, stored, transported or Released any Hazardous Materials on, at or from any location, including any current or former Facility, or has knowledge of any other Releases of Hazardous Materials at any current or former Facility, in either case in a quantity or manner that would reasonably be expected to either (i) require investigation, removal, or remediation under applicable Environmental Law, (ii) has, give rise to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, or (iii) has received written notice interfere with any Loan Party’s or its Restricted Subsidiaries continued operations, that would, in cases of any claimclauses (i), allegation, investigation or order with respect to any Environmental Liability or (ivii) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liabilityand (iii) have a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or Subsidiary, (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any Restricted Subsidiary to the Borrower’s knowledge (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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Notwithstanding the disclosure of any Disclosed Matter pursuant to clause (a) of this Section 4.06, since the date of this Agreement and except for the possible assessment of civil penalties pursuant to the EPA Action, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, make it materially more likely that such Disclosed Matters could reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06, (i) there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings Holdingsany Holding Company or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, released or disposed of Hazardous Materials at or from any currently or formerly owned, leased or operated real property or any other facility relating to its business (including, to the knowledge of the Borrower, any third-party recycling, treatment, storage or disposal facilities) in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any 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 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings Holdingsany Holding Company or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Lead Borrower, threatened in writing against or affecting (i) Holdings, the Borrower Loan Parties or any of their Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, Subsidiaries which would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except with respect to for any 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 Restricted Subsidiary (i) no Loan Party nor any of its Restricted Subsidiaries is subject to or has received notice of any Environmental Claim or any Environmental Liability or knows of any basis for any Environmental Liability of the Borrowers or any of their Restricted Subsidiaries, and (ii) no Loan Party nor any of its Restricted Subsidiaries 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. (c) Neither any Loan Party nor any of its Restricted Subsidiaries has treated, stored, transported or Released any Hazardous Materials on, at or from any location, including any current or former Facility, or has knowledge of any other Releases ofcurrently or formerly operated real estate or facility and no Hazardous Materials at any current or former Facilityare otherwise present at any currently owned or operated real estate or facility, in either case, in a quantity or manner that would reasonably be expected to either (i) require investigation, removal, or remediation under applicable Environmental Law, (ii) has, give rise to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, or (iii) has received written notice interfere with any Loan Party’s or its Restricted Subsidiaries continued operations, that would, in cases of any claimclauses (i), allegation, investigation or order with respect to any Environmental Liability or (ivii) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liabilityand (iii) have a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted by a Regulatory Supervising Organization or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suitNo litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against, against or, to the knowledge of Holdings or any Responsible Officer of the BorrowerLoan Parties, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officer, director or key employee as to which there is a reasonable possibility of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator an adverse determination that could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document. (b) Except with respect to any 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 Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to knows of any basis for any Environmental Liability. (c) To the knowledge of Holdings or the Responsible Officers of the Borrower, any basis to reasonably expect that Holdings, none of the Borrower or any Restricted Subsidiary will become subject Subsidiary, nor any of their current respective officers, directors, or employees, have engaged (and no Responsible Officer of a Loan Party has received written notice from a Contract Provider that such Contract Provider has engaged) in any activities that constitute prohibited acts of fraud under Medicare Regulations or Medicaid Regulations where such activities have resulted, or the Borrower has reasonably determined in good faith it could reasonably be expected to any Environmental Liabilityresult, in a Material Adverse Effect and the Borrower has not taken action within a reasonable period of time after discovery of such activities, to suspend or remove such persons from responsibilities relating to such activities or to ensure that such activities are no longer reasonably expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06, (i) there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, released or disposed of Hazardous Materials at or from any currently or formerly owned, leased or operated real property or any other facility relating to its business (including, to the knowledge of the Borrower, any third-party recycling, treatment, storage or disposal facilities) in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any 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 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or Subsidiary, (iii) any officeras to which there is a reasonable possi-bility of an adverse determination and that, director or key employee of Holdingsif adversely deter-mined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions; provided that no breach of this Section 4.06 shall occur if the same is discharged within 30 days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, neither the Borrower or nor any Restricted Subsidiary to the Borrower’s knowledge (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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. CARRIZO REVOLVING CREDIT AGREEMENT Index

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Material Subsidiary or Guarantor (iii) any officeras to which there is a reasonable likelihood of an adverse determination and that, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedingsif adversely determined, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse EffectEffect (other than the Disclosed Matters and matters fully covered by insurance as to which the insurer has been notified of such action, suit or proceeding and has not issued a notice denying coverage thereof) or (ii) challenging the validity or enforceability of this Agreement, the other Loan Documents or the Transactions. As of the date of this Agreement, the Borrower and the Subsidiaries have no material contingent obligations that are not disclosed in the financial statements referred to in Section 3.04 or listed as a Disclosed Matter. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in have a Material Adverse Effect, none of Holdings, neither the Borrower or nor any Restricted Subsidiary of 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, to the knowledge of Holdings or the Borrower, become is subject to any Environmental LiabilityLiability of which it is aware, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings the Parent or the Borrower, threatened in writing against or affecting (i) Holdingsthe Parent, the Borrower or any of the Restricted Subsidiary or Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) that involve this Agreement or the other Loan Documents. (b) Except as could not be reasonably expected to have a Material Adverse Effect (or with respect to any matters that(iii), individually or in (iv) and (v) below, where the aggregate, failure to take such actions could not be reasonably be expected to result in have a Material Adverse Effect): (i) neither any Property of the Parent, none the Borrower or any Restricted Subsidiary, nor the operations conducted thereon, violate any order or requirement of Holdingsany court or Governmental Authority or any Environmental Laws; (ii) no Property of the Parent, the Borrower or any 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) hasnor the operations currently conducted thereon or, to the knowledge of Holdings the Parent or the Borrower, become by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Liability, Laws; (iii) has received written notice all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any claimand all Property of the Parent, allegationthe Borrower and each Restricted Subsidiary, investigation including, without limitation, past or order present treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, have been duly obtained or filed, and the Parent, the Borrower and each Restricted Subsidiary are in compliance with respect to any Environmental Liability or the terms and conditions of all such notices, permits, licenses and similar authorizations; (iv) hasall hazardous substances, to solid waste and oil and gas exploration and production wastes, if any, generated at any and all Property of the knowledge of Holdings or the Borrower, any basis to reasonably expect that HoldingsParent, the Borrower or any Restricted Subsidiary will become have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the knowledge of the Parent or the Borrower, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; (v) the Parent and the Borrower have taken all steps reasonably necessary to determine and have determined that no hazardous substances, solid waste or oil and gas exploration and production wastes, have been disposed of or otherwise released, and there has been no threatened release of any hazardous substances on or to any Property of the Parent, the Borrower or any Restricted Subsidiary, except in compliance with Environmental LiabilityLaws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment; (vi) to the extent applicable, all Property of the Parent, the Borrower and each Restricted Subsidiary currently satisfies all design, operation and equipment requirements imposed by the Oil Pollution Act of 1990 and neither the Parent nor the Borrower has any reason to believe that such Property, to the extent subject thereto, will not be able to maintain compliance with the requirements thereof during the term of this Agreement; and (c) none of the Parent, the Borrower or any Restricted Subsidiary has any known material contingent liability in connection with any release or threatened release of any oil, hazardous substance or solid waste into the environment.

Litigation and Environmental Matters. (a) Except for routine examinations conducted by a Regulatory Supervising Organization There are no actions, suits, litigation, investigations or proceedings by, of or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing by or against or affecting any Loan Party or any Subsidiary of the Borrower or against any of its property or assets (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters, but only to the extent amounts paid in respect of any or all Disclosed Matters do not exceed in the aggregate $5,000,000), or (ii) that involve, or purport to affect or pertain to, this Agreement, any other Loan Document or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none no Loan Party or Subsidiary of Holdings, the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or any remediation order, notice of claim, notice of infraction or other order under any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability Liability, or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, with respect to any real property owned or leased by any Loan Party or any Subsidiary of the Borrower, (i) there has been no release of Hazardous Materials at, from, or to the real property, including the soils, surface waters, or ground waters thereof, and (ii) there are no conditions at the real property which, with the passage of time, or giving of notice, or both, would be reasonably likely to result in an Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as discussed in Schedule 3.06, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) that involve this Agreement or the Transactions. (b) Except In the ordinary course of its business the officers of the Borrower consider the effect of Environmental Laws on the business of the Borrower and its Subsidiaries, in the course of which they identify and evaluate potential risks and liabilities to which the Borrower or its Subsidiaries may be subject due to Environmental Laws. On the basis of this consideration, except with respect to any 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 Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. Neither the Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted As of the Effective Date, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries(including, there is no claimbut not limited to those regulatory agencies responsible for licensing, action, suit, investigation accrediting or proceeding issuing Medicare or Medicaid certifications) pending against, against or, to the knowledge of Holdings or the Borrowerany Loan Party, threatened in writing against or adversely affecting any Orthofix Entity, (ix) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect or (y) that purports to affect the legality, validity or enforceability of any Loan Document, any material provision thereof or the consummation of the Transactions, other than the Disclosed Matters set forth on Schedule 3.06. On each date after the Effective Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority (including, but not limited to those regulatory agencies responsible for licensing, accrediting or issuing Medicare or Medicaid certifications) pending against or, to the knowledge of any Loan Party, threatened against or affecting any Orthofix Entity (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 or (ii) that purports to affect the legality, validity or enforceability of any Loan Document, any material provision thereof or the consummation of the Transactions. (bi) Except as of the Effective Date, no Orthofix Entity has received notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability, except for the Disclosed Matters, and (ii) except with respect to any 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 Restricted Subsidiary no Orthofix Entity (iA) 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iiiB) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as disclosed on Schedule 3.06 annexed hereto, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the any Borrower, threatened in writing against or affecting any Borrower (i) Holdingswhich, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect in respect of any Borrower or (ii) that involve this Agreement or the Transactions. To the knowledge of the Borrowers, there is no fact which might result in or form the basis for any such action, suit or proceeding. No Borrower is subject to any order, writ, judgment, injunction, decree, determination or award of any court or other Governmental Authority which could reasonably be expected to have a Material Adverse Effect on such Borrower. (b) Except Notwithstanding anything to the contrary contained in this Agreement and in addition to the other representations and warranties contained herein and except for legal amounts of Hazardous Materials used, stored and handled by a Borrower and present in such Borrower's facilities in the ordinary course of business and in accordance with applicable laws: (i) Each Borrower and its respective operations are in compliance with all applicable Environmental Laws and have obtained and maintained in effect all licenses, permits and other authorizations or registrations required under all Environmental Laws and are in material compliance therewith; (ii) no Borrower has performed or suffered any act which could give rise to, or has otherwise incurred, Environmental Liability to any Person (governmental or not), nor has any Borrower received notice of any such liability or any claim therefor or submitted notice pursuant to Section 103 of CERCLA to any Governmental Authority with respect to any matters thatof its assets; (iii) no Hazardous Material has been released, individually placed, dumped or in otherwise come to be located on, at, beneath or near any of the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the assets or properties owned or leased by any Borrower or any Restricted Subsidiary (i) has failed to comply with surface waters or groundwaters thereon or thereunder in violation of any Environmental Law Laws or that could subject any Borrower to obtainliability under any Environmental Laws (provided, maintain however, that as to actions of Persons other than Borrowers or comply their predecessors this item (iii) is only to the best knowledge of the Borrowers); (iv) no Borrower owns or operates, or has ever owned or operated, aboveground or underground storage tanks used for storing petroleum products and which are subject to underground storage tank removal or clean-up requirements in effect on the date hereof; (v) with respect to any permitor all of the real property owned or leased by any Borrower, license or other approval required to the Borrowers' best knowledge (A) there are no Hazardous Materials present at any such properties, and (B) there are no wetlands, as defined under any Environmental Law, located on any such properties; (iivi) hasto the Borrowers' best knowledge none of such real properties (A) has been used or is now used for the generation, transportation, storage, handling, treatment or disposal of any Hazardous Materials, or (B) is identified on a federal, state or local listing of sites which require or might require environmental cleanup; (vii) to the best of the Borrowers' knowledge, no condition exists on any of the real properties owned or leased by any Borrower that upon the failure to act, the passage of time or the giving of notice would give rise to liability under any Environmental Law; and (viii) there are no ongoing investigations or negotiations, or pending or, to the knowledge best of Holdings the Borrowers' knowledge, threatened, administrative, judicial or regulatory proceedings, or consent decrees or other agreements in effect, that relate to environmental conditions in, on, under, about or related to any Borrower, its respective operations or the Borrower, become subject to real properties owned or leased by any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liabilitythem.

Litigation and Environmental Matters. (a%3) Except for routine examinations conducted by a Regulatory Supervising Organization or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (ba) Except with respect to any 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 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, to the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions. (b) To the knowledge of the Borrower, the facilities and properties owned, leased or operated by the Borrower and each of its Subsidiaries (the "Properties") do not contain, and have not previously contained, any Hazardous Materials in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law, except for such violation or liability that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (bi) The environmental audits regarding the real properties which are part of the Merchant's Acquisition provided to the Co-Administrative Agent pursuant to Section 4.01(j) of the March 2003 Credit Agreement do not contain any finding that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; and (ii) the Phase I environmental assessments regarding the real properties which are part of the NTB Acquisition provided to the Co-Administrative Agent pursuant to Section 4.01(l) do not contain any finding that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except with respect to any 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 Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability.

Litigation and Environmental Matters. (a) Except for routine examinations conducted by a Regulatory Supervising Organization or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suitNo litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against, against or, to the knowledge of Holdings or any Responsible Officer of the BorrowerLoan Parties, threatened in writing against or affecting (i) Holdings, the Borrower or any of its Restricted Subsidiary or Subsidiaries (iii) any officer, director or key employee as to which there is a reasonable possibility of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator an adverse determination that could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse EffectEffect or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document. (b) Except with respect to any 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 Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to knows of any basis for any Environmental Liability. (c) To the knowledge of Holdings or the Responsible Officers of the Borrower, any basis to reasonably expect that Holdings, none of the Borrower or any Restricted Subsidiary will become subject Subsidiary, nor any of their current respective officers, directors, or employees, have engaged (and no Responsible Officer of a Loan Party has received written notice from a Contract Provider that such Contract Provider has engaged) in any activities that constitute prohibited acts of fraud under Medicare Regulations or Medicaid Regulations where such activities have resulted, or the Borrower has reasonably determined in good faith it could reasonably be expected to any Environmental Liabilityresult, in a Material Adverse Effect and the Borrower has not taken action within a reasonable period of time after discovery of such activities, to suspend or remove such persons from responsibilities relating to such activities or to ensure that such activities are no longer reasonably expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted as set forth on Schedule 3.06, there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, the Borrower or any Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positionsSubsidiary, before threatened against or affecting Holdings, the Borrower or any Restricted Subsidiary, including any relating to any Environmental Law, that are reasonably likely to (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be beforei) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse EffectEffect or (ii) adversely affect in any material respect the ability of the Loan Parties to consummate the U.S. Healthworks Transactions or the other transactions contemplated hereby. (b) Except 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 (A) neither Holdings, the Borrower or nor any 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice knows of any claim, allegation, investigation or order with respect to basis for any Environmental Liability or (iv) hashas received any written claim or notice of violation or of potential responsibility regarding any alleged violation of or liability under any Environmental Law, and (B)(i) there has been no Release of Hazardous Materials at, on, under or from any property currently, or to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any of the Restricted Subsidiary will become subject Subsidiaries, formerly owned, leased or operated by any of them which could reasonably be expected to result in liability under any Environmental LiabilityLaw on the part of any of them, and (ii) all Hazardous Materials generated, used or stored at, or transported for treatment or disposal from, any properties currently, or to the knowledge of Holdings, Borrower and the Restricted Subsidiaries, formerly owned, leased or operated by Holdings, the Borrower or any of the Subsidiaries have been disposed of in a manner that could not reasonably be expected to result in liability under any Environmental Law on the part of any of them.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits, proceedings or investigations by a Regulatory Supervising Organization or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation before any arbitrator or proceeding governmental authority pending against, against or, to the knowledge of Holdings or the Borrowerany Customer, threatened in writing against or affecting the Customers (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the Borrower or any Restricted Subsidiary aggregate, to result in a Material Adverse Effect or (ii) any officer, director that question the validity of this Agreement or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (transactions contemplated hereby. There are no labor controversies pending against or, in to the case knowledge of material any Customer, threatened claims, actions, suits, investigations against or proceedings, would be beforeaffecting any Customer (i) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) that question the validity of this Agreement or the transactions contemplated hereby. (b) Except with respect to any matters reflected in the Financial Statements or 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 Restricted Subsidiary no Customer (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, to the knowledge of Holdings or the Borrower, has become subject to any judgment, decree, order or other similar requirement of or agreement with any governmental authority or other Person under any Environmental Liability, Laws (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability Liability, the subject of which is unresolved or for which ongoing obligations remain, or (iv) hasknows of any circumstances, to the knowledge of Holdings conditions, events or the Borrowerincidents including, any basis to reasonably expect that Holdingswithout limitation, the Borrower release, emission, discharge, presence or any Restricted Subsidiary will become subject disposal of or exposure to any Hazardous Materials that that could reasonably be expected to form the basis of any claim of Environmental LiabilityLiability against or affecting the Customers.

Litigation and Environmental Matters. (a) Except for routine examinations conducted the Disclosed Matters, there are not any actions, suits or proceedings at law or in equity or by a Regulatory Supervising Organization or before any Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding now pending against, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdings, Holdings or the Borrower or any Restricted Subsidiary or any business, property or rights of any such Person (i) which involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and which (A) if adversely determined, would individually result in a loss of greater than $300,000 or (B) if adversely determined (excluding any officeractions, director suits or key employee proceedings at law or in equity or by or before any Governmental Authority that would individually result in a loss of Holdings, the Borrower $300,000 or any Restricted Subsidiary in their respective capacities in such positions, before (orless), in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that aggregate could reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse Effect. (b) Except None of Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits), or is in default with respect to any matters judgment, writ, injunction or decree of any Governmental Authority, except any such violations or defaults that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) Except for the Disclosed Matters, the soils and groundwater beneath the properties and facilities owned or operated by Holdings, the Borrower and the Subsidiaries (the “Properties”) do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, or (ii) give rise to liability under, Environmental Laws, which violations and liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (d) Except for the Disclosed Matters, the Properties and all operations of Holdings, the Borrower and the Subsidiaries are in compliance, and in the last three years have been in compliance, with all Environmental Laws and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such non-compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) Except for the Disclosed Matters, there have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the operations of Holdings, the Borrower or the Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be anticipated to result in a Material Adverse Effect. (f) Except for the Disclosed Matters, none of Holdings, the Borrower or any 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, to of the knowledge of Holdings or the Borrower, become subject to any Environmental Liability, (iii) Subsidiaries has received any written notice of any claim, allegation, investigation an Environmental Claim in connection with the Properties or order the operations of the Borrower or the Subsidiaries or with respect regard to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that person whose liabilities for environmental matters Holdings, the Borrower or the Subsidiaries has retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be anticipated to result in a Material Adverse Effect, nor do Holdings, the Borrower or the Subsidiaries have reason to believe that any Restricted Subsidiary such notice will become subject to any Environmental Liabilitybe received or is being threatened. (g) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Borrowerany Loan Party, threatened in writing against or affecting (i) Holdings, the any Borrower or any of their Restricted Subsidiary Subsidiaries or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, Transactions that would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.Effect or (ii) this Agreement that would adversely affect the Lenders, the Arrangers or the Agents named herein, in any material respect, it being acknowledged that the existence of an appeal by the Federal Trade Commission of an order permitting the Acquisition shall not, in and of itself, constitute a Material Adverse Effect or adversely affect the Lenders, the Arrangers or the Agents (provided that such acknowledgment shall not extend to any results of any such appeal or the effect thereof on the Borrowers, their Restricted Subsidiaries or the Lenders, Arrangers or Agents). 97 (b) Except as set forth on Schedule 3.06 (i) no Borrower nor any of its Restricted Subsidiaries is subject to any pending or, to the knowledge of any Loan Party, threatened claim with respect to any matters that, individually Environmental Liability or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none knows of Holdings, the any basis for any Environmental Liability and (ii) no Borrower or nor any of its Restricted Subsidiary Subsidiaries (i1) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii2) has, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability or has knowledge of any existing facts or circumstances that are reasonably likely to form the basis for any such Environmental Liability, except, in each of clause (iiii) has received written notice of any claimand (ii), allegation, investigation or order with respect where the same would not reasonably be expected to any Environmental Liability or (iv) has, to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liabilityresult in a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the best knowledge of Holdings or the Borrower, threatened in writing against or affecting (i) Holdingsthe Company, the Borrower or any Restricted Subsidiary or of its Subsidiaries (iii) any officeras to which there is a reasonable possibility of an adverse determination and that, director or key employee of Holdingsif adversely determined, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdingsneither the Company, the Borrower or nor any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) hasknows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (d) Except as may be disclosed in detail by the Borrower to the Lenders in writing from time to time, no Hazardous Materials are located on or about any of the Properties, and the Properties do not contain any underground tanks for the storage or disposal of Hazardous Materials; PROVIDED that notwithstanding the delivery of any such notice, the Borrower and each of its Subsidiaries shall at all times be in compliance with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Properties except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Further, (i) the Borrower has not, and to the knowledge of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower no other Person has, (A) stored or treated Hazardous Materials, (B) disposed of Hazardous Materials or incorporated Hazardous Materials into, on or around any of the Properties, and (C) permitted any underground storage tanks to exist on any of the Properties, (ii) no complaint, order, citation or notice with regard to air emissions, water discharges, noise emissions, or Hazardous Materials, if any, or any Restricted Subsidiary will become subject other environmental, health, or safety matters affecting any of the Properties or any portion thereof, from any person, government or entity, has been issued to any Environmental Liabilitythe Borrower which has not been remedied or cured, and (iii) the Borrower has complied with all applicable laws, rules or regulations affecting the Properties.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the any Primary Borrower, threatened in writing against or affecting the Parent Borrower or any of its Subsidiaries (i) Holdingsas to which there is a reasonable likelihood of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters), (ii) which seek to dissolve or otherwise unwind the Business Combination, (other than the shareholder litigation described in the Parent Borrower’s quarterly report on Form 10-Q for the fiscal quarter ended November 30, 2004, filed with the Securities and Exchange Commission), or (iii) that involve any of the Loan Documents or the Transactions. (b) Except for the Disclosed Matters 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 Restricted Subsidiary (i) neither the Parent Borrower nor any of its Subsidiaries 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) hasthere are no pending, or to the knowledge of Holdings or the any Primary Borrower, become subject to threatened claims, actions, suits, proceedings or investigations arising under Environmental Laws (“Environmental Claims”) against or affecting the Parent Borrower or any Environmental LiabilitySubsidiary, and (iii) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings the Primary Borrowers, there are no facts, circumstances or conditions which would reasonably be expected to form the Borrower, any basis to reasonably expect that Holdings, for an Environmental Claim against the Parent Borrower or any Restricted Subsidiary will become subject to any Environmental LiabilitySubsidiary.

Litigation and Environmental Matters. Except as set forth on Schedule 3.06: (a) Except for routine examinations conducted there are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the Parent Borrower, threatened in writing against or affecting (i) Holdings, the Parent Borrower or any of its Restricted Subsidiary or (ii) any officer, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, Subsidiaries which would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.; (b) Except with respect to except for any matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none (i) neithernone of Holdings, theany Borrower nor any of itstheir Restricted Subsidiaries has received written notice of any claim with respect to any Environmental Liability, knows of any basis for any Environmental Liability or, to the knowledge of the Parent Borrower, has become subject to any Environmental Liability and (ii) neithernone of Holdings, theany Borrower or nor any of itstheir Restricted Subsidiary (i) has failed to comply with Subsidiaries is in violation of any Environmental Law or to obtainhas not obtained, maintain maintained, or comply complied with any permit, license or other approval required under any Environmental Law; and (c) neithernone of Holdings, (ii) hastheany Borrower nor any of itstheir Restricted Subsidiaries has treated, stored, transported, Released or disposed of any Hazardous Material at or from any currently or formerly owned, leased or operated real estate or facility nor, to the knowledge of Holdings or the Parent Borrower, become subject to has any Environmental Liability, (iii) has received written notice of Hazardous Material been Released from any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, third-party location relating to the knowledge of Holdings or the Parent Borrower, any basis to reasonably expect that Holdings, the Borrower ’s or any of its Restricted Subsidiary will become subject Subsidiaries’ businesses, in each case in a manner that would reasonably be expected to any Environmental Liabilityhave a Material Adverse Effect.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings or the any Primary Borrower, threatened in writing against or affecting the Parent Borrower or any of its Subsidiaries (i) Holdingsas to which there is a reasonable likelihood of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectEffect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Restatement Transactions. (b) Except for the Disclosed Matters 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 Restricted Subsidiary (i) neither the Parent Borrower nor any of its Subsidiaries 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) hasthere are no pending, or to the knowledge of Holdings or the any Primary Borrower, become subject to threatened claims, actions, suits, proceedings or investigations arising under Environmental Laws (“Environmental Claims”) against or affecting the Parent Borrower or any Environmental LiabilitySubsidiary, and (iii) has received written notice of any claim, allegation, investigation or order with respect to any Environmental Liability or (iv) has, to the knowledge of Holdings the Primary Borrowers, there are no facts, circumstances or conditions which would reasonably be expected to form the Borrower, any basis to reasonably expect that Holdings, for an Environmental Claim against the Parent Borrower or any Restricted Subsidiary will become subject to any Environmental LiabilitySubsidiary.

Litigation and Environmental Matters. (a) Except for routine examinations conducted There are no actions, suits or proceedings by a Regulatory Supervising Organization or before any arbitrator or Governmental Authority in the ordinary course of the business of the Borrower and its Subsidiaries, there is no claim, action, suit, investigation or proceeding pending against, against or, to the knowledge of Holdings the Company or the BorrowerFunding, threatened in writing against or affecting the Company or any of its Material Subsidiaries, (i) Holdingsas to which there is a reasonable possibility of an adverse determination and that, the Borrower or any Restricted Subsidiary or (ii) any officerif adversely determined, director or key employee of Holdings, the Borrower or any Restricted Subsidiary in their respective capacities in such positions, before (or, in the case of material threatened claims, actions, suits, investigations or proceedings, would be before) or by any Governmental Authority, Regulatory Supervising Organization or arbitrator that could is reasonably be expectedlikely, individually or in the aggregate, to result in a Material Adverse EffectChange (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions (other than the Acquisition Transactions). Other than a proceeding to obtain required court approval of the Acquisition Transactions in the State of Missouri, no action, suit or proceeding by or before any Governmental Authority is pending or, to the knowledge of the Company, threatened, which would have the effect of preventing the consummation of the Acquisition Transactions, or of imposing conditions that are reasonably likely, individually or in the aggregate, to result in a Material Adverse Change. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Company, threatened against or affecting GAC or any of its Subsidiaries, in connection with the Acquisition Transactions and as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, is reasonably likely, individually or in the aggregate, to result in a Material Adverse Change. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectChange, none neither the Company nor any of Holdings, the Borrower or any Restricted Subsidiary 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, to the knowledge of Holdings or the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim, allegation, investigation or order claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of Holdings or the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability.