Common use of Litigation and Environmental Matters Clause in Contracts

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve any Loan Document or the Transactions. As of the Effective Date, there are no judgments or orders of a court, arbitral tribunals or other tribunals or any orders or sanctions of any government or other regulatory body that have been made against a Loan Party or any of its Subsidiaries. (b) Except for the Disclosed Matters, (i) no No Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that which, in either case, could reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect or liabilities in excess of $500,000 and (ii) except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect or liabilities in excess of $500,000, no Loan Party or any Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or nor any Subsidiary of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of its domestic Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice . Borrower will use its best efforts to ensure to ensure its foreign Subsidiaries comply with Environmental Laws applicable to such Subsidiaries and will cause such compliance where failure of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liabilitycompliance would have a Material Adverse Effect. (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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party Party, any Non-Recourse Pledgor or any Restricted Subsidiary (i) as to which there is a reasonable possibility expectation of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or any Restricted Subsidiary has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability that could Liability, in each case which would, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect Effect, and (ii) except that could with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Restricted Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in or would be reasonably expected to result in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary of its Subsidiaries (or, as of the Effective Date and through and until the EOP/GulfTerra Restructuring, GulfTerra or any of 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 aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement, the Transactions or the GulfTerra Merger Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of its Subsidiaries (Anor, as of the Effective Date and through and until the EOP/GulfTerra Restructuring, GulfTerra nor any of its Subsidiaries) (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting the Borrower, any Loan Party Restricted Subsidiary or any Subsidiary Sponsored Partnership, (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 after taking into account insurance proceeds or other recoveries from third parties actually received (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect after taking into account insurance proceeds or other recoveries from third parties actually received, no Loan Party or neither the Borrower nor any Restricted Subsidiary nor any Sponsored Partnership, to the Borrower’s knowledge, (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Credit Party, threatened in writing against or affecting any Loan Party of the Credit Parties or any Subsidiary their respective Subsidiaries or properties (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve this Agreement, any of the other Loan Document Documents or the Transactions. As of the Closing Date, all actions, suits or proceedings pending or, to the knowledge of any Credit Party, threatened and involving an amount in controversy equal to or greater than the Threshold Amount are disclosed on Schedule 7.6. (b) Except for matters that, individually or in the Disclosed Mattersaggregate, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither any Subsidiary of the Credit Parties nor their respective Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental LiabilityClaim, (Ciii) has received notice of any claim with respect to any Environmental Liability Claim or (Div) knows of any basis for any Environmental LiabilityClaim. (c) Since the date of this Agreement, there has been no change in the status of the “Disclosed Matters Matters” (as such term is defined in the Existing Credit Agreement) that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any reasonable basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyHoldings or the Parent Borrower, threatened in writing against or affecting any Loan Party Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (including the Receivables Subsidiary) (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Transactions or Restatement Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (Aincluding the Receivables 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementFirst Restatement 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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or nor any Subsidiary of its Restricted Subsidiaries has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of its Restricted Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementThird Restatement 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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyHoldings or the Parent Borrower, threatened in writing against or affecting any Loan Party Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (including the Receivables Subsidiary) (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither Holdings, the Parent Borrower nor any Subsidiary of its Subsidiaries (Aincluding the Receivables 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this the Original 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.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyHoldings or the Parent Borrower, threatened in writing against or affecting any Loan Party Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (including the Receivables Subsidiary) (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (Aincluding the Receivables 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could Liability, in either case which would be reasonably be expected to have result in a Material Adverse Effect and (ii) except that could with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become is subject to any Environmental Liability, or (C) has received written notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on described in Part A of Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document this Agreement or the TransactionsTransactions (other than the Disclosed Matters described in Part B of Schedule 3.06). (b) Except for matters that individually, or in the Disclosed Mattersaggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) no Loan Party or nor any Subsidiary of its Restricted Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of its Restricted Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, could reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Other than as listed on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or the consummation of the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or nor any Subsidiary has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Company, threatened in writing against or affecting any Loan Party the Company or any Subsidiary of 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 aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. As of the date of this Agreement, the Company and its 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, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of the Company or any Subsidiary of its Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementAgreement to the knowledge of the Company, 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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary of its Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could that have resulted or would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) 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, have resulted or would reasonably be expected to result in a Material Adverse Effect. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to in the aggregate, have a Material Adverse Effect not resulted and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of its Restricted Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, or (Ciii) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementRestatement Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, in or materially increased the likelihood of, would reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for evidence of 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, in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Company, threatened in writing against or affecting any Loan Party the Company or any Subsidiary of 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 aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the 53 Transactions. As of the date of this Agreement, the Company and its 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. (ba) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of the Company or any Subsidiary of its Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (cb) Since the date of this AgreementAgreement to the knowledge of the Company, 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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) on the Effective Date, no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are ------------------------------------ no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Company, threatened in writing against or affecting any Loan Party the Company or any Subsidiary of 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 aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Bridge Financing Documents, Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters, Matters indicated on Schedule 3.6 ------------ neither the Company nor any of its Subsidiaries (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Bii) has become subject to any Environmental Liability, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Ciii) has received notice of any claim with respect to any Environmental Liability Liability, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (Div) knows of any basis for any Environmental Liability, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting the Borrower, any Loan Party Restricted Subsidiary or any Subsidiary Sponsored Partnership, (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 after taking into account insurance proceeds or other recoveries from third parties actually received (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect after taking into account insurance proceeds or other recoveries from third parties actually received, no Loan Party or neither the Borrower nor any Restricted Subsidiary nor any Sponsored Partnership, to the Borrower's knowledge, (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary of 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 aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or . Neither Borrower nor any Subsidiary has received written notice of any claim with respect material contingent obligations incident to any Environmental Liability actions, suits or knows of any basis proceedings not provided for any Environmental Liability or disclosed in the financial statements referred to in Section 3.04 that could would reasonably be expected to have a Material Adverse Effect and Effect. (iib) except that Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of its Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters matters disclosed in the Disclosure Schedules that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofwould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Holding Companies or the Borrowers, threatened in writing against or affecting any Loan Party of the Holding Companies, the Borrowers or any Subsidiary the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Restatement Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of the Holding Companies, the Borrowers or any Subsidiary the Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for facts, conditions or circumstances that would reasonably be expected to result in any Environmental Liability. (c) Since the date of this AgreementOriginal 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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any material Environmental Liability that is outstanding or unresolved or knows of any basis for any material Environmental Liability that that, individually or in the aggregate, could reasonably be expected to have result in a Material Adverse Effect and (ii) except that with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofcould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Company, threatened in writing against or affecting any Loan Party the Company or any Subsidiary of 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 aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or Matters), (ii) that involve this Agreement, any other Loan Document or the TransactionsTransactions or (iii) 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 on the business, assets, operation or condition, financial or otherwise, of the Company and its Subsidiaries on a pro forma basis giving effect to the transaction contemplated by the Share Purchase Agreement taken as a whole. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Company nor any Subsidiary of its Subsidiaries (Ai) 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, (Bii) has become is subject to any Environmental Liability, (Ciii) has received any written notice of any claim with respect to any Environmental Liability or (Div) knows has knowledge of any basis for any reason to reasonably conclude that Environmental LiabilityLiability will be incurred. (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) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartySTX or the Borrower, threatened in writing against or affecting any Loan Party STX, the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (iiii)(A) that involve any of the Loan Document Documents or the Transactionsexecution, delivery and performance by STX, the Borrower or any other Loan Party thereof, (B) that are not frivolous and (C) if adversely determined, would reasonably be expected to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect other matters that, individually and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of STX, the Borrower or any Subsidiary (Ai) has failed to comply with is in violation of any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed MattersMatters 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) no Loan Party or nor any Subsidiary of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of its Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no ------------------------------------- actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Company, threatened in writing against or affecting any Loan Party the Company or any Subsidiary of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on as disclosed in Schedule 3.06 to or matters disclosed in the Disclosure LetterRegistration Statement) or (ii) that involve this Agreement, any Loan Document Borrowing Subsidiary Agreement or the Transactions. (b) Except for as disclosed in Schedule 3.06 and matters disclosed in the Disclosed MattersRegistration Statement, (i) no Loan Party or any Subsidiary has received written notice of any claim and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Company nor any Subsidiary of its Subsidiaries (Ai) has failed in the last five years to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become is currently subject to any Environmental Liability, (Ciii) has received written notice of any pending or threatened claim with respect to any Environmental Liability or (Div) knows has received notice of any basis for future claim with respect to any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters matters disclosed in Schedules 3.06 and 3.07 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyIntermediate Holdings or the Borrower, threatened in writing against or affecting any Loan Party Intermediate Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (iiii)(A) that involve any of the Loan Document Documents or the Transactionsexecution, delivery and performance by Intermediate Holdings and the Borrower thereof, (B) that are not frivolous and (C) if adversely determined, would reasonably be expected to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect other matters that, individually and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of Intermediate Holdings, the Borrower or any Subsidiary (Ai) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no No actions, suits or proceedings by or before any arbitrator or Governmental Authority are pending against or, to the knowledge of any Loan Credit Party, threatened in writing against or affecting any Loan Credit Party or any Restricted Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Credit Party or any Restricted Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect and (ii) except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Credit Party or any Restricted Subsidiary (A) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for it to be 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 ofis reasonably expected to have, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or nor any Subsidiary of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of its Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyHoldings or the Borrower, threatened in writing against or affecting any Loan Party Holdings, the Borrower or any Subsidiary of its Subsidiaries or any Material Joint Venture (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents, any of the Spin-off Documents, any of the Material Agreements or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither Holdings, the Borrower nor any Subsidiary of its Subsidiaries nor any Material Joint Venture (Ai) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, 50 56 license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.. WEST\277974037.8 55

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to of the Disclosure LetterLetter (as may be updated from time to time)) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that could with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to and the Disclosure Lettermatters set forth on Schedule 3.27(i)) or (ii) that involve any Loan Document or the Transactions. As of the Third Amendment Effective Date, there are no judgments or orders of a court, arbitral tribunals or other tribunals or any orders or sanctions of any government or other regulatory body that have been made against a Loan Party or any of its Subsidiaries. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that which, in either case, could reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect or liabilities in excess of $500,000 and (ii) except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect or liabilities in excess of $500,000, no Loan Party or any Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that could with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has has, to its knowledge, become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementAgreementEffective 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) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyIntermediate Holdings or the Borrower, threatened in writing against or affecting any Loan Party Intermediate Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (iiii)(A) that involve any of the Loan Document Documents or the Transactionsexecution, delivery and performance by any Loan Party thereof, (B) that are not frivolous and (C) if adversely determined, would reasonably be expected to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect other matters that, individually and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of Intermediate Holdings, the Borrower or any Subsidiary (Ai) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (ai) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party Party, any Non-Recourse Pledgor or any Restricted Subsidiary (i1) as to which there is a reasonable possibility expectation of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii1) that involve any Loan Document or the Transactions. (ba) Except for the Disclosed Matters, Matters (i1) no Loan Party or any Restricted Subsidiary has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii1) except that could with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Restricted Subsidiary (Aa) 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, (Ba) has become subject to any Environmental Liability, (Ca) has received notice of any claim with respect to any Environmental Liability or (Da) knows of any basis for any Environmental Liability. (cb) 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 be reasonably expected to result in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary Restricted Subsidiary, (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect after taking into account insurance proceeds or other recoveries from third parties actually received (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) . Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect after taking into account insurance proceeds or other recoveries from third parties actually received, no Loan Party or neither the Borrower nor any Subsidiary Restricted Subsidiary, to the Borrower’s knowledge, (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any claim with respect 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) There Except for the Disclosed Matters, there are no actions, suits or proceedings at law or in equity by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partya Responsible Officer of the Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary of the Restricted Subsidiaries or any business, property or rights of any such Person (i) as to which there is a reasonable possibility likelihood of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve challenge the enforceability of any Loan Document or the TransactionsDocument. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of the Restricted Subsidiaries (Ai) has failed failed, or is failing, to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementSecond Restatement 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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility possi­bility of an adverse determination and that, if adversely determineddeter­mined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received written notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or nor any Subsidiary of its Restricted Subsidiaries has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of its Restricted Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementFourth Restatement 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) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyIntermediate Holdings or the Borrower, threatened in writing against or affecting any Loan Party Intermediate Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (iiii)(A) that involve any of the Loan Document Documents or the Transactions, (B) that are not frivolous and (C) if adversely determined, would reasonably be expected to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect other matters that, individually and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of Intermediate Holdings, the Borrower or any Subsidiary (Ai) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyBorrower, threatened in writing against or affecting any Loan Party Borrower or any Subsidiary of 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 aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions, except as listed on Schedule 3.06. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or neither Borrower nor any Subsidiary of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither Borrower nor any Subsidiary of its Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or nor any Subsidiary of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, and (ii) no Loan Party or nor any Subsidiary of its Subsidiaries (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect in each case, that, individually or in the aggregate, could reasonably be expected to any Environmental Liability or (D) knows of any basis for any Environmental Liabilityresult in a Material Adverse Effect. (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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyHoldings or the Borrower, threatened in writing against or affecting Holdings, the Borrower, any Loan Party of its Subsidiaries or any Subsidiary the ESOP (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve any of the Loan Document Documents or the TransactionsEffective Date Transactions and that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither Holdings, the Borrower nor any Subsidiary of its Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings or, to the knowledge of the Borrower, investigations, by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened in writing against or affecting any Loan Party Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that (x) on the Closing Date, involve any of the Loan Document Documents or the TransactionsTransactions or (y) on the date of any credit event after the Closing Date, could affect the legality, validity or enforceability of any of the Loan Documents. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither Holdings, the Borrower nor any Subsidiary (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementClosing Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofcould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyHoldings or the Parent Borrower, threatened in writing against or affecting any Loan Party Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (including the Receivables Subsidiary) (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (Aincluding the Receivables 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date Restatement dDate 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) There are no actions, suits or proceedings or, to the knowledge of the Borrower, investigations, by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower or any Loan PartySubsidiary, threatened in writing against or affecting any Loan Party Holdings, the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that (x) on the Effective Date, involve any of the Loan Document Documents or the TransactionsTransactions or (y) on the date of any credit event after the Effective Date, could affect the legality, validity or enforceability of any of the Loan Documents. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither Holdings, the Borrower nor any Subsidiary (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofcould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary of its Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that have resulted and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) 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, have resulted and would reasonably be expected to result in a Material Adverse Effect. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to in the aggregate, have a Material Adverse Effect not resulted and (ii) except that could would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of its Restricted Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, Liability or (Ciii) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementRestatement Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, in or materially increased the likelihood of, would reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are ------------------------------------- no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary of 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 aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Transactions. (b) Except for the Disclosed MattersMatters indicated on Schedule 3.06(b), neither the Borrower nor any of its Subsidiaries (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Bii) has become subject to any Environmental Environ mental Liability, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (Ciii) has received notice of any claim with respect to any Environmental Liability except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (Div) knows of any basis for any Environmental Liability, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (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) There Except as set forth on Schedule 4.6(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Credit Parties, threatened in writing against or affecting any Loan Credit Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve any Loan Document or the TransactionsEffect. (b) Except for the Disclosed Matters, (ias set forth on Schedule 4.6(b) no Loan Party or any Subsidiary has received written notice of any claim and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary the Credit Parties (Ai) 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’ business to be in compliance with all applicable Environmental LawLaws, (Bii) has have not become subject to any Environmental Liability, ; (Ciii) has have not received notice of any 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 (Div) knows do not know 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 matters disclosed on Schedule 4.6(a) and Schedule 4.6(b) that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyHoldings or the Parent Borrower, threatened in writing against or affecting any Loan Party Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (including the Receivables Subsidiary) (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither Holdings, the Parent Borrower nor any Subsidiary of its Subsidiaries (Aincluding the Receivables 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Except as disclosed on Schedule 3.06 annexed hereto (as complete and correct as of the Restatement Effective Date), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyBorrower, threatened in writing against or affecting any Loan Credit Party or any Subsidiary of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and thatwhich, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for as set forth in Schedule 3.06 (as complete and correct as of the Disclosed MattersRestatement Effective Date), (i) no Loan Party or any Subsidiary has received written notice of any claim and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan neither any Credit Party or nor any Subsidiary of its Subsidiaries (Ai) to the best of the Borrowers' knowledge 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the latest date of this Agreementthe materials referred to in Section 3.04(a), there has been no change in the status of the Disclosed Matters matters disclosed on Schedule 3.06 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyHoldings or the Parent Borrower, threatened in writing against or affecting any Loan Party Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (including the Receivables Subsidiary) (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result result in a Material Adverse Effect, no Loan Party none of Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries (Aincluding the Receivables 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementRestatement Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or nor any Subsidiary of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability that seeks a monetary recovery against a Loan Party or any of its Subsidiaries in excess of $100,000 as determined by such Loan Party in its reasonable discretion or knows of any basis for any Environmental Liability that could reasonably be expected to have would result in a Material Adverse Effect monetary recovery against a Loan Party or any of its Subsidiaries in excess of $100,000 as determined by such Loan Party in its reasonable discretion and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of its Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyParent or the Borrower, threatened in writing against or affecting Parent, the Borrower, any Loan Party of its Restricted Subsidiaries or any Subsidiary of their respective Vessels (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of its Restricted Subsidiaries (Aand with respect to clauses (i) and (ii), any of their respective Vessels) (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, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Other than the Chapter 11 Case, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyBorrower, threatened in writing against or affecting any Loan Party or any Subsidiary the Borrowers (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve this Agreement, any other Loan Document, the Transactions or any Pre-Petition Loan Document (other than objections or pleadings that may have been filed in the TransactionsChapter 11 Case with respect to the Loan Parties seeking authorization to enter into the Loan Documents and incur Obligations under this Agreement). (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary Borrower has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that which individually or in the aggregate could reasonably be expected to have result in a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary Borrower (A1) 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, except where failure or non-compliance is permitted by the Bankruptcy Code, or (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, Matters and as would not reasonably be expected to result in a Material Adverse Effect (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, could reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Except for the Chapter 11 Cases and as set forth on Schedule 5.06(a) or as disclosed in the financial statements described in Section 5.04(a)(i), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the actual knowledge of any Responsible Officers of a Loan PartyParty and its Subsidiaries, threatened in writing against or affecting any Loan Party or any Subsidiary its Subsidiaries (other than claims (A) which are covered by insurance, (B) which are being defended by the relevant insurance company and (C) as to which no Loan Party has knowledge (though notice from such insurance company or otherwise) that the claim potentially exceeds the total amount of insurance coverage applicable to such claim) (i) as to which there is a reasonable possibility of an adverse determination and thatwhich, if adversely determined, could would reasonably be expected, expected individually or in the aggregate, aggregate to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve any of the Loan Document or the TransactionsDocuments. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effectas set forth on Schedule 5.06(b), no Loan Party or any Subsidiary its Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows 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) 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 ofwould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyParent or the Borrower, threatened in writing against or affecting any Loan Party Parent, the Borrower or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Transactions. (b) Except for the Disclosed MattersMatters and any other matters that, (i) no Loan Party individually or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither Parent, the Borrower nor any Subsidiary of their Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. Notwithstanding anything herein to the contrary, the only representations and warranties in this Agreement with respect to environmental matters will be those set forth in this clause (b). (c) Since the date of this AgreementJanuary 5, 2017, 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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the TransactionsTransactions in any material respect. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.. 51167637.4

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings (and, to the knowledge of the Borrower, there are no investigations) by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary of its Subsidiaries (i) as to which there is a reasonable possibility likelihood of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that that, other than actions, suits or proceedings commenced by the Administrative Agent or any Lender, involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of its Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofwould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, for the past three years (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that could with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has has, to its knowledge, become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyParent or the Borrower, threatened in writing against or affecting Parent, the General Partner, the Borrower, any Loan Party of its Restricted Subsidiaries or any Subsidiary of their respective Vessels (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of its Restricted Subsidiaries (Aand with respect to clauses (i) and (ii), any of their respective Vessels) (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, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyBorrower, threatened in writing against or affecting any Loan Party or any Subsidiary which, prior to the Exit Facility Date, have not been stayed by the commencement of the Reorganization Cases, (i) as to which there is a reasonable possibility probability of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters those set forth on Schedule 3.06 to SCHEDULE 4.6 or disclosed in the Disclosure LetterBankruptcy Plan) or (ii) that involve any of the Loan Document or the TransactionsDocuments. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim matters set forth on SCHEDULE 4.6 and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters matters set forth on SCHEDULE 4.6 that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofwould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Except for the ------------------------------------ Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyIntermediate Holdings or the Borrowers, threatened in writing against or affecting any Loan Party Intermediate Holdings, either Borrower or any Subsidiary of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (iiii)(x) that involve any of the Loan Document Documents or the Transactions, (y) that are not frivolous and (z) if adversely determined, would reasonably be expected to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of Intermediate Holdings, either Borrower or any Subsidiary of the Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary of 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 aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of its Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any reasonable basis for any Environmental Liability. (c) The Disclosed Matters, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Since the date of this AgreementThird Amendment 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) There Except for the Cases and any litigation resulting therefrom, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that directly involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed MattersMatters and except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no Loan Party or nor any Subsidiary of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and Liability, (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no each Loan Party or any Subsidiary (A) has failed to comply and each of its Subsidiaries, and their respective current operations and properties, are in compliance with any all Environmental Law or to obtainLaws and have obtained, maintain or comply maintained and are in compliance with any permitall permits, license licenses or other approval approvals required under any Environmental Law, Law and (Biii) no Loan Party nor any of its Subsidiaries has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this AgreementPetition 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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the TransactionsTransactions in any material respect. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth Matters) on Schedule 3.06 to the Disclosure Letter) any Loan Party, Restricted Subsidiary or Supported Subsidiary or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party nor any of its Restricted Subsidiaries or any Subsidiary Supported Subsidiaries has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect on any Loan Party, Restricted Subsidiary or Supported Subsidiary, no Loan Party or nor any Subsidiary of its Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility possi-bility of an adverse determination and that, if adversely determineddeter-mined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Restricted Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or any Restricted Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Restricted Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. 4159-0000-0000.0 (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartySTX or the Borrower, threatened in writing against or affecting any Loan Party STX, the Borrower or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (iiii)(A) that involve any of the Loan Document Documents or the Transactionsexecution, delivery and performance by STX, the Borrower or any other Loan Party thereof, (B) that are not frivolous and (C) if adversely determined, would reasonably be expected to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect other matters that, individually and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of STX, the Borrower or any Subsidiary (Ai) has failed to comply with is in violation of any applicable Environmental Law or any obligation to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for to reasonably expect the imposition of 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) There Other than the Bankruptcy Cases, there are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary Restricted Subsidiary, (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or this Agreement, in each case of the Transactionsforegoing clauses (i) and (ii), is not otherwise subject to the automatic stay as a result of the Bankruptcy Cases. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Restricted Subsidiary to the Borrower’s knowledge (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability, in each case of the foregoing clauses (i) through (iv), is not otherwise subject to the automatic stay as a result of the Bankruptcy Cases. (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.Effect and is not otherwise subject to the automatic stay as a result of the Bankruptcy Cases

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth matters specifically disclosed under the headings “Patent/Antitrust Litigation,” Pricing Litigation,” “Environmental Remediation and Litigation Proceedings” and “Products Liability Litigation” in the Registration Statement on Schedule 3.06 to the Disclosure Letterdate hereof) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no neither any Loan Party or nor any Subsidiary (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party Party, any Non-Recourse Pledgor or any Restricted Subsidiary (i) as to which there is a reasonable possibility expectation of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or any Restricted Subsidiary has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Restricted Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in or would be reasonably expected to result in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings (and, to the knowledge of the Company, there are no investigations) by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Company, threatened in writing against or affecting any Loan Party the Company or any Subsidiary of its Subsidiaries (i) as to which there is a reasonable possibility likelihood of an adverse _________________________ 1 NOTE: should financials be updated? determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that that, other than actions, suits or proceedings commenced by any Agent or any Lender, involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Company nor any Subsidiary of its Subsidiaries (Ai) 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, (Bii) has become subject to any Environmental Liability, (Ciii) has received notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood ofwould reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could Liability, in either case which would be reasonably be expected to have result in a Material Adverse Effect and (ii) except that could with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has become is subject to any Environmental Liability, or (C) has received written notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or the Transactions. (ba) Except for the Disclosed Matters, Matters and as would not reasonably be expected to result in a Material Adverse Effect (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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, (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (cb) 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, could reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. ​ (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter3.06) or (ii) that involve any Loan Document or the Transactions.. ​ (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability.. ​ (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any affecting, the Loan Party Parties or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, Matters (i) as of the Effective Date, no Loan Party or nor any Subsidiary of its Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any material Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of its Subsidiaries (A) 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 (B) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Partythe Borrower, threatened in writing against or affecting any Loan Party the Company, the Borrower or any Subsidiary of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, that individually or in the aggregate, aggregate could reasonably be expected to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. As of the date of this Agreement, the Company, the Borrower and its 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. (ba) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party none of the Company, the Borrower or any Subsidiary of its Subsidiaries (Ai) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (Bii) has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for any Environmental Liability. (cb) Since the date of this AgreementAgreement to the knowledge of the Borrower, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, would reasonably be expected to have a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, investigations, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document or could reasonably be expected to have a material adverse effect on the Transactionsability of the parties to consummate the transactions contemplated hereby. (b) Except for the Disclosed Matters, and except for matters that both could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and could not reasonably be expected to have a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby, (i) no Loan Party or nor any Subsidiary of their Subsidiaries has received written notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of their Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability or (D) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any the Loan Party Parties or any Subsidiary of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure LetterMatters) or (ii) that involve any Loan Document this Agreement or the Transactions. (b) Except for the Disclosed Matters, Matters (i) no Loan Party or nor any Subsidiary of the Subsidiaries has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability that could reasonably be expected to have a Material Adverse Effect and (ii) and except that with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or nor any Subsidiary of the Subsidiaries (A1) 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 (B2) has become subject to any Environmental Liability, (C) has received notice of any claim with respect in each case where such failure to any comply or such Environmental Liability or (D) knows of any basis for any Environmental Liabilitycould reasonably be expected to result in a Material Adverse Effect. (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) There With respect to (i) any date prior to the Investment Grade Covenants Date and (ii) the Specified Acquisition Date, except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan PartyResponsible Officer of the Borrower, threatened in writing against or affecting any Loan Party the Borrower or any Subsidiary (i) of its Subsidiaries as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve any Loan Document or the TransactionsEffect. (b) Except for the Disclosed Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim Matters and except with respect to any Environmental Liability other matters that, individually or knows of any basis for any Environmental Liability that could in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (ii) except that could not reasonably be expected to result in a Material Adverse Effect, no Loan Party or neither the Borrower nor any Subsidiary of its Subsidiaries (Ai) has failed to comply is not in compliance with any Environmental Law or to obtainLaw, maintain or comply including obtaining, maintaining and complying with any permit, license or other approval required under any Environmental Law, (Bii) has received written notice that it has become subject to any Environmental Liability, (Ciii) has received written notice of any claim with respect to any Environmental Liability or (Div) knows of any basis for fact or event that would reasonably be expected to result in any Environmental Liability. (c) Since With respect to (i) any date prior to the date of this AgreementInvestment Grade Covenants Date, (ii) the Specified Acquisition Date and (iii) solely with respect to any Disclosed Matters referred to in Section 3.06(b), each other 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.