Common use of Litigation and Environmental Matters Clause in Contracts

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, 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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (or, as of the Effective Date and through and until the EOP/GulfTerra Restructuring, GulfTerra or any of its Subsidiaries) (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of this Agreement, the Loan Documents Transactions or (iii) that involve the GulfTerra Merger Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (nor, 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Loan Party, threatened in writing against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that 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), Matters set forth on Schedule 3.06 to the Disclosure Letter) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except Matters, (i) no Loan Party or any Subsidiary has received written notice of any claim with respect to any other matters that, individually Environmental Liability or in the aggregate, 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, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Parent Borrower, threatened against or affecting Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither none of Holdings, the Parent Borrower nor or any of its Subsidiaries (including 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that 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), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (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 reasonable basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdingsthe Borrower, the Borrower any Restricted Subsidiary or any of its Subsidiaries Sponsored Partnership, (i) that 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), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect after taking into account insurance proceeds or other recoveries from third parties actually received, neither Holdings, the Borrower nor any of its Subsidiaries Restricted Subsidiary nor any Sponsored Partnership, to the Borrower’s knowledge, (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Loan Party, threatened in writing against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that could as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (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, in either case which would be reasonably expected to result in a Material Adverse Effect and (ii) except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has become is subject to any Environmental Liability, or (iiiC) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Credit Party, threatened against or affecting Holdings, the Borrower or any of its the Credit Parties or their respective Subsidiaries or properties (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve this Agreement, any of the other Loan Documents or (iii) that involve the Transactions. As of the Closing Date, are not frivolous andall actions, if adversely determined, could reasonably be expected, individually suits or in the aggregateproceedings pending or, to be adverse the knowledge of any Credit Party, threatened and involving an amount in controversy equal to or greater than the interests of the LendersThreshold Amount are disclosed on Schedule 7.6. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its the Credit Parties nor their respective Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental LiabilityClaim, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability Claim or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressClaim. (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 Holdings or the Parent Borrower, threatened against or affecting Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Parent Borrower nor any of its Subsidiaries (including 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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. Other than as disclosed in the Company’s most recent Form 10-K, Form 10-Q and Forms 8-K published since the most recent Form 10-K and Form 10-Q: (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Regulated Subsidiaries and, to the best of Borrower’s knowledge, all of its other Subsidiaries, (i) that 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 Schedule 3.06, Disclosed Matters), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Regulated Subsidiaries and, to the best of Borrower’s knowledge, all of its other Subsidiaries, (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress. (c) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, 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 Holdings or the Parent Borrower, threatened against or affecting Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions or Restatement Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither none of Holdings, the Parent Borrower nor or any of its Subsidiaries (including 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower Loan Parties or any of its their Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters (i) no Loan Party nor any of its Subsidiaries has received notice of any claim with respect to any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower no Loan Party nor any of its domestic Subsidiaries (i1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii2) has become subject to any Environmental Liability, (iii) has received notice . 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 asserting that Holdings, the Borrower or any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redresscompliance 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 Holdings or the U.S. Borrower, threatened against or affecting Holdings, the U.S. Borrower or any of its Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (ba) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the U.S. Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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, 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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any Loan Document or the consummation of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters (i) no Loan Party nor any Subsidiary has received notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability and (ii) 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, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Restricted Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdingsnone of the Borrower, the Restricted Subsidiaries or (to the extent that the Borrower nor or any of its Subsidiaries Restricted Subsidiary may be liable as a result thereof) the Unrestricted Subsidiaries, (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that 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), (ii) that involve any of the Loan Documents or (iii) Transactions that involve the Transactions, are not frivolous and, if adversely determined, could would reasonably be expected, individually or in the aggregate, expected to be adverse to the interests of the LendersLenders (other than the Disclosed Matters) or (iii) that involve any of the Loan Documents. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject obligated to redress any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is may be obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to may become obligated to redress. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, 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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that could as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters Matters, (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) has has, to its knowledge, become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that 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), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters Matters, for the past three years (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the BorrowerCompany, threatened against or affecting Holdings, the Borrower Company or any of its Subsidiaries (i) that 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), (ii) that involve this Agreement, any of other Loan Document or the Loan Documents Transactions or (iii) that involve the Transactions, are not frivolous andas to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, expected individually or in the aggregate, to be 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 interests of transaction contemplated by the LendersShare Purchase Agreement taken as a whole. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower Company nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become is subject to any Environmental Liability, (iii) has received any written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows has knowledge of any basis for any reason to reasonably conclude that Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redresswill 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 are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries (i) or that involve any Loan Document, the Transactions 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), (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower no Loan Party nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since the date of this Agreementdelivery of the Disclosed Matters, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (d) The representations and warranties set forth in subsections (a), (b) and (c) of this Section shall not be made on any date prior to the date of delivery of the Disclosed Matters (including the Effective Date, if the Effective Date shall fall on a date prior to the date of such delivery) and shall be made, in any event, on the date of delivery of the Disclosed Matters.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters (i) no Loan Party or any Subsidiary has received 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, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) 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, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Except as explicitly disclosed in the Disclosure Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerApplicant, threatened against or affecting Holdings, the Borrower Applicant or any of its Consolidated Subsidiaries (i) that could reasonably be expectedas to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve any of the Loan Documents Credit Documents, any of the Related Documents, the Mortgage Indenture or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for as explicitly disclosed in the Disclosed Matters Disclosure Documents, 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, neither Holdings, the Borrower Applicant nor any of its Consolidated Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since Except as explicitly disclosed in the date of this AgreementDisclosure Documents, there has been no change in the status of any matters disclosed in the Disclosed Matters Disclosure Documents 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 by Borrower (i) in writing to Time Warner or (ii) in any document filed with or furnished to the SEC, in each case prior to the Second Restatement Date, there are no actions, suits suits, investigations or proceedings at law or in equity or by or before on behalf of any arbitrator or Governmental Authority or in arbitration now pending against oragainst, or to the knowledge of Holdings or the BorrowerBorrower threatened in writing against, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries or any business, property or rights of any such person (i) that could involve any Loan Document or the Transactions or (ii) that, if adversely determined, would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the LendersEffect. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, (x) neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or and (ivy) knows Borrower has no knowledge of any basis for any Environmental Liability that Holdings, on the Borrower or part of any of its Subsidiaries is reasonably likely to become obligated to redressSubsidiaries. (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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that as to which there is a reasonable possi-bility of an adverse determination and that, if adversely deter-mined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters Matters, (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress. (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 Acqco, Holdings or the Borrower, threatened against or affecting Acqco, Holdings, the Borrower or any of its the Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any could reasonably be expected to have a Material Adverse Effect on the rights and remedies of the Lenders under the Loan Documents or (iii) that involve the consummation of the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither none of Acqco, Holdings, the Borrower nor or any of its the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject subject, to the Borrower's knowledge, to any Environmental Liability, (iii) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for that could reasonably be expected to result in any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since the date of this Agreement, to the Borrower's knowledge, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, 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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries Restricted Subsidiary, (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries Restricted Subsidiary to the Borrower’s knowledge (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since Notwithstanding the disclosure of any Disclosed Matter pursuant to clause (a) of this Section 4.06, since the date of this AgreementAgreement and except for the possible assessment of civil penalties pursuant to the EPA Action, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or make it materially increased the likelihood of, more likely that such Disclosed Matters 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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries Material Subsidiary Guarantor (i) that could as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Effect (other than the Disclosed Matters)Matters and matters fully covered by insurance as to which the insurer has been notified of such action, suit or proceeding and has not issued a notice denying coverage thereof) or (ii) that involve any challenging the validity or enforceability of this Agreement, the other Loan Documents or (iii) that involve the Transactions. As of the date of this Agreement, the Borrower and the Subsidiaries have no material contingent obligations that are not frivolous and, if adversely determined, could reasonably be expected, individually or disclosed in the aggregate, financial statements referred to be adverse to the interests of the Lendersin Section 3.04 or listed as a Disclosed Matter. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in have a Material Adverse Effect, neither Holdings, the Borrower nor any of its the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become is subject to any Environmental LiabilityLiability of which it is aware, (iii) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its the Subsidiaries (i) that 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), ) and pending patent challenges maintained against the Borrower’s patents as disclosed in the financial statements of the Borrower or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its the Subsidiaries (i) to the best of the knowledge and belief of the officer executing this Agreement on behalf of the Borrower, has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 which have been filed against or, to the knowledge of Holdings or the Borrower's knowledge, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries Credit Parties (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the LendersDocuments. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, none of the Borrower nor any of its Subsidiaries Credit Parties (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) to the Borrower's knowledge, has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or any inquiry, allegation, notice or other communication from any Governmental Authority which is currently outstanding or pending concerning its compliance with any Environmental Law or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since the date of this Agreement, there has been no change in the status of (i) the Disclosed Matters (excluding the Disclosed Matters related to potential Environmental Liabilities) or (ii) to the Borrower's knowledge, the Disclosed Matters related to potential Environmental Liabilities, that, in each case, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There Other than as set forth on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerParent, threatened against or affecting Holdings, the Borrower Parent or any of its Material Subsidiaries (i) that 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 (Effect, considering, among other than things, reserves established by the Disclosed Matters)Parent or its applicable Material Subsidiaries, or (ii) that involve any of the Loan Documents Documents, or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually the Acquisition Documents or in the aggregate, to be adverse to the interests of the LendersAcquisition. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectas set forth on Schedule 3.06, neither Holdings, the Borrower Parent nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdingswhich, in each case, could not reasonably be expected, individually or in the Borrower aggregate, to result in a Material Adverse Effect, considering, among other things, reserves established by the Parent or any of its Subsidiaries is reasonably likely to become obligated to redressapplicable Material Subsidiaries. (c) Since the date of this Agreement, 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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower Loan Parties or any of its their Subsidiaries (i) that 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)) on any Loan Party, Restricted Subsidiary or Supported Subsidiary or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters (i) no Loan Party nor any of its Restricted Subsidiaries or Supported Subsidiaries has received notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect on any Loan Party, neither HoldingsRestricted Subsidiary or Supported Subsidiary, the Borrower no Loan Party nor any of its Subsidiaries (i1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii2) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, 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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries Restricted Subsidiary, (i) that 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), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) . Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect after taking into account insurance proceeds or other recoveries from third parties actually received, neither Holdings, the Borrower nor any of its Subsidiaries Restricted Subsidiary, to the Borrower’s knowledge, (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any claim with respect to any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress. (c) Liability. 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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result 100 in a Material Adverse Effect, neither none of Holdings, the Borrower nor or any of its Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, investigations, by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings Holdings, the Borrower or the Borrowerany Subsidiary, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries Subsidiary (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that (x) on the Restatement Effective Date, involve any of the Loan Documents or the Restatement Transactions or (iiiy) that involve on the Transactions, are not frivolous and, if adversely determineddate of any credit event after the Restatement Effective Date, could reasonably be expectedaffect the legality, individually validity or in the aggregate, to be adverse to the interests enforceability of any of the LendersLoan Documents. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that 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), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters Matters, (i) on the Effective Date, no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries Restricted Subsidiary, (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any this Agreement, in each case of the Loan Documents or foregoing clauses (iiii) that involve the Transactionsand (ii), are is not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse otherwise subject to the interests automatic stay as a result of the LendersBankruptcy Cases. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries Restricted Subsidiary to the Borrower’s knowledge (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that HoldingsLiability, in each case of the Borrower or any foregoing clauses (i) through (iv), is not otherwise subject to the automatic stay as a result of its Subsidiaries is reasonably likely to become obligated to redressthe 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 With respect to any date prior to the Investment Grade Covenants 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 Holdings or any Responsible Officer of the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that could as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve this Agreement, any of the other Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) 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, (ii) has received written notice that it has become subject to any Environmental Liability, (iii) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for fact or event that would reasonably be expected to result in any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since With respect to any date prior to the date of this AgreementInvestment Grade Covenants 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 Holdings or the Borrower, threatened in writing against or affecting Holdingsthe Company, the Borrower or any of its Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any this Agreement or the Transactions. As of the Loan Documents or (iii) date of this Agreement, the Company, the Borrower and its Subsidiaries have no material Contingent Obligations that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or disclosed in the aggregate, financial statements referred to be adverse to the interests of the Lendersin Section 3.04 or listed as a Disclosed Matter. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdingsnone of the Company, the Borrower nor or any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since the date of this AgreementAgreement to the knowledge of the Borrower, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, 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 Holdings or the Borrowerany Loan Party, threatened in writing against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that 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), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (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 and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has become subject to any Environmental Liability, (iiiC) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Intermediate Holdings or the Borrower, threatened against or affecting Intermediate Holdings, the Borrower or any of its Subsidiaries Subsidiary (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (other than the Disclosed Matters), (iiii)(A) that involve any of the Loan Documents or (iii) that involve the Transactions, (B) that are not frivolous and, and (C) if adversely determined, could would reasonably be expected, individually or in the aggregate, expected to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or and in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither none of Intermediate Holdings, the Borrower nor or any of its Subsidiaries Subsidiary (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 by Borrower (i) in writing to Time Warner or (ii) in any document filed with or furnished to the SEC, in each case prior to the 2016 Effective Date, there are no actions, suits suits, investigations or proceedings at law or in equity or by or before on behalf of any arbitrator or Governmental Authority or in arbitration now pending against oragainst, or to the knowledge of Holdings or the BorrowerBorrower threatened in writing against, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries or any business, property or rights of any such person (i) that could involve any Loan Document or the Transactions or (ii) that, if adversely determined, would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the LendersEffect. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, (x) neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or and (ivy) knows Borrower has no knowledge of any basis for any Environmental Liability that Holdings, on the Borrower or part of any of its Subsidiaries is reasonably likely to become obligated to redressSubsidiaries. (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 Holdings or the Borrowerany Loan Party, threatened in writing against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that could as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (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, in either case which would be reasonably expected to result in a Material Adverse Effect and (ii) except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) has become is subject to any Environmental Liability, or (iiiC) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the BorrowerCompany, threatened against or affecting Holdings, the Borrower Company or any of its Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Bridge Financing Documents, Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in indicated on Schedule 3.6 ------------ neither the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower Company nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) 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, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability Liability, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iv) knows of any basis for any Environmental Liability that HoldingsLiability, except as could not, individually or in the Borrower or any of its Subsidiaries is aggregate, reasonably likely be expected to become obligated to redresshave 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 Holdings or the Parent Borrower, threatened against or affecting Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result result in a Material Adverse Effect, neither none of Holdings, the Parent Borrower nor or any of its Subsidiaries (including 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Except as disclosed by Borrower (i) in writing to Time Warner Inc. or (ii) in any document filed with or furnished to the SEC, in each case prior to the Effective Date, there are no actions, suits suits, investigations or proceedings at law or in equity or by or before on behalf of any arbitrator or Governmental Authority or in arbitration now pending against oragainst, or to the knowledge of Holdings or the BorrowerBorrower threatened in writing against, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries or any business, property or rights of any such person (i) that could involve any Loan Document or the Transactions or (ii) that, if adversely determined, would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the LendersEffect. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, (x) neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or and (ivy) knows Borrower has no knowledge of any basis for any Environmental Liability that Holdings, on the Borrower or part of any of its Subsidiaries is reasonably likely to become obligated to redressSubsidiaries. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress. (c) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, 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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that could as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), 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 the date hereof) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower any Loan Party nor any of its Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 BC Holdings or the BC Borrower, threatened against or affecting any of BC Holdings, the BC Borrower or any of its the Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the First Restatement Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither none of BC Holdings, the BC Borrower nor any of its or the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for facts, conditions or circumstances that would reasonably be expected to result in any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings Parent or the Borrower, threatened in writing against or affecting HoldingsParent, the Borrower or any of its their Subsidiaries (i) that could as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither HoldingsParent, the Borrower nor any of its their Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that HoldingsLiability. Notwithstanding anything herein to the contrary, the Borrower or any of its Subsidiaries is reasonably likely only representations and warranties in this Agreement with respect to become obligated to redressenvironmental matters will be those set forth in this clause (b). (c) Since the date of this AgreementJanuary 1, 2013, 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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that 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), (ii) that involve any of the Loan Documents or (iii) Transactions that involve the Transactions, are not frivolous and, if adversely determined, could would reasonably be expected, individually or in the aggregate, expected to be adverse to the interests of the LendersLenders (other than the Disclosed Matters) or (iii) that involve any of the Loan Documents. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject obligated to redress any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is may be obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to may become obligated to redress. (c) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, 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 Holdings Parent or the Borrower, threatened in writing against or affecting HoldingsParent, the Borrower or any of its their Subsidiaries (i) that could as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither HoldingsParent, the Borrower nor any of its their Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that HoldingsLiability. Notwithstanding anything herein to the contrary, the Borrower or any of its Subsidiaries is reasonably likely only representations and warranties in this Agreement with respect to become obligated to redressenvironmental 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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that 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), Matters set forth on Schedule 3.06) or (ii) that involve any of Loan Document or the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or Transactions in the aggregate, to be adverse to the interests of the Lendersany material respect. (b) Except for the Disclosed Matters Matters, (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 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 Intermediate Holdings or the Borrower, threatened against or affecting Intermediate Holdings, the Borrower or any of its Subsidiaries Subsidiary (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (other than the Disclosed Matters), (iiii)(A) that involve any of the Loan Documents or the execution, delivery and performance by Intermediate Holdings and the Borrower thereof, (iiiB) that involve the Transactions, are not frivolous and, and (C) if adversely determined, could would reasonably be expected, individually or in the aggregate, expected to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or and in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither none of Intermediate Holdings, the Borrower nor or any of its Subsidiaries Subsidiary (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any applicable Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Credit Party, threatened against or affecting Holdings, the Borrower any Credit Party or any of its Subsidiaries Restricted Subsidiary (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions. (b) Except for the Disclosed Matters, are not frivolous and(i) no 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 to which there is a reasonable possibility of an adverse determination that, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. result in a Material Adverse Effect and (bii) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Credit Party or any of its Subsidiaries Restricted Subsidiary (iA) 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, (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for it to be subject to any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings Parent or the Borrower, threatened in writing against or affecting HoldingsParent, the Borrower Borrower, any of its Restricted Subsidiaries or any of its Subsidiaries their respective Vessels (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Restricted Subsidiaries (and 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, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that 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), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders.. ​ (b) Except for the Disclosed Matters Matters, (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress.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 Holdings the Holding Companies or the BorrowerBorrowers, threatened against or affecting Holdingsany of the Holding Companies, the Borrower Borrowers or any of its the Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdingsnone of the Holding Companies, the Borrower nor any of its Borrowers or the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for facts, conditions or circumstances that would reasonably be expected to result in any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that 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), Matters set forth on Schedule 3.06) or (ii) that involve any of Loan Document or the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or Transactions in the aggregate, to be adverse to the interests of the Lendersany material respect. (b) Except for the Disclosed Matters Matters, (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or a Responsible Officer of the Borrower, threatened against or affecting Holdings, the Borrower or any of its the Restricted Subsidiaries or any business, property or rights of any such Person (i) that could as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve challenge the enforceability of any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the LendersDocument. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its the Restricted Subsidiaries (i) 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries Restricted Subsidiary (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve this Agreement, any of the other Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since the date of this Agreement, there has been no change in the status of Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, could not reasonably be expected to result in a Material Adverse Effect, with respect to any real property currently or formerly owned or operated by Borrower or any Restricted Subsidiary (i) there has been no release of Hazardous Materials at, from, or to such real property, including the soils, surface waters, or ground waters thereof, and (ii) there are no conditions at such real property which, in each case, with the passage of time, or giving of notice, or both, would be reasonably likely to result in an Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Parent Borrower, threatened against or affecting Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Parent Borrower nor any of its Subsidiaries (including 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the any Borrower, threatened against or affecting Holdings, the Borrower any Credit Party or any of its Subsidiaries (i) that which, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for as set forth in Schedule 3.06 (as complete and correct as of the Disclosed Matters Restatement Effective Date), 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, neither Holdings, the Borrower any Credit Party nor any of its Subsidiaries (i) 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrowerany Loan Party, threatened in writing against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Restricted Subsidiary (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters (i) no Loan Party or any Restricted Subsidiary has received 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 with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Restricted Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerBorrowing Agent, threatened against or affecting Holdings, the any Borrower or any of its Subsidiaries Subsidiary (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve this Agreement, any of the other Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the no Borrower nor or any of its Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that HoldingsLiability. (c) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, with respect to any real property owned or leased by any Borrower or any of its Subsidiaries is Subsidiaries, (i) there has been no release of Hazardous Materials at, from, or to the real property, including the soils, surface waters, or ground waters thereof, and (ii) there are no conditions at the real property that, with the passage of time, or giving of notice, or both, would be reasonably likely to become obligated to redressresult in an Environmental Liability. (cd) 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 Holdings or the BorrowerCompany, threatened against or affecting Holdings, the Borrower Company or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than as disclosed in Schedule 3.06 or matters disclosed in the Disclosed Matters), Registration Statement) or (ii) that involve this Agreement, any of the Loan Documents Borrowing Subsidiary Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for as disclosed in Schedule 3.06 and matters disclosed in the Disclosed Matters Registration Statement, 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, neither Holdings, the Borrower Company nor any of its Subsidiaries (i) 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, (ii) has become is currently subject to any Environmental Liability, (iii) has received written notice of any pending or threatened claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows has received notice of any basis for future claim with respect to any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings Parent or the Borrower, threatened in writing against or affecting HoldingsParent, the Borrower General Partner, the Borrower, any of its Restricted Subsidiaries or any of its Subsidiaries their respective Vessels (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Restricted Subsidiaries (and 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, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any reasonable basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries or any Material Joint Venture (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents Documents, any of the Spin-off Documents, any of the Material Agreements or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries nor any Material Joint Venture (i) 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that could as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that that, other than actions, suits or proceedings commenced by the Administrative Agent or any Lender, involve any of this Agreement or the Loan Documents or Transactions (iii) that involve other than the Spin-Off Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders). (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the any Borrower, threatened against or affecting Holdings, the Borrower Borrowers or any of its the other Restricted Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve challenge the validity, binding nature or enforceability of any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither none of Holdings, the Borrower Borrowers nor any of its the other Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 have, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are ------------------------------------- no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effectindicated on Schedule 3.06(b), neither Holdings, the Borrower 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, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) 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, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iv) knows of any basis for any Environmental Liability that HoldingsLiability, except as could not, individually or in the Borrower or any of its Subsidiaries is aggregate, reasonably likely be expected to become obligated to redresshave 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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that 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), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (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 and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdingsthe Borrower, the Borrower any Restricted Subsidiary or any of its Subsidiaries Sponsored Partnership, (i) that 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), ) or (ii) that involve any of the Loan Documents this Agreement or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect after taking into account insurance proceeds or other recoveries from third parties actually received, neither Holdings, the Borrower nor any of its Subsidiaries Restricted Subsidiary nor any Sponsored Partnership, to the Borrower's knowledge, (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve this Agreement, any of the other Loan Documents Document or (iii) that involve the Transactions. Neither Borrower nor any Subsidiary has any material contingent obligations incident to any actions, are suits or proceedings not frivolous and, if adversely determined, could provided for or disclosed in the financial statements referred to in Section 3.04 that would reasonably be expected, individually or in the aggregate, expected to be adverse to the interests of the Lendershave a Material Adverse Effect. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Parent Borrower, threatened against or affecting Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither none of Holdings, the Parent Borrower nor or any of its Subsidiaries (including 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, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Except as explicitly disclosed in the Disclosure Documents, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Consolidated Subsidiaries (i) that could reasonably be expectedas to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), or (ii) that involve any of the Loan Documents Documents, the Mortgage Indenture or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for as explicitly disclosed in the Disclosed Matters Disclosure Documents, 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, neither Holdings, the Borrower nor any of its Consolidated Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since Except as explicitly disclosed in the date of this AgreementDisclosure Documents, there has been no change in the status of any matters disclosed in the Disclosed Matters Disclosure Documents 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 which have been filed against or, to the knowledge of Holdings or the Borrower’s knowledge, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries Credit Parties (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the LendersDocuments. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, none of the Borrower nor any of its Subsidiaries Credit Parties (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) to the Borrower’s knowledge, has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or any inquiry, allegation, notice or other communication from any Governmental Authority which is currently outstanding or pending concerning its compliance with any Environmental Law or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (c) Since the date of this Agreement, there has been no change in the status of (i) the Disclosed Matters (excluding the Disclosed Matters related to potential Environmental Liabilities) or (ii) to the Borrower’s knowledge, the Disclosed Matters related to potential Environmental Liabilities, that, in each case, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings the Holding Companies or the BorrowerBorrowers, threatened against or affecting Holdingsany of the Holding Companies, the Borrower Borrowers or any of its the Subsidiaries (i) that as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Restatement Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdingsnone of the Holding Companies, the Borrower nor any of its Borrowers or the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for facts, conditions or circumstances that would reasonably be expected to result in any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), ) or (ii) that involve any of the Loan Documents or (iii) that involve the Transactions or Restatement Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redress. (c) Since the date of this AgreementEffective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, 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 Holdings or the Borrowerany Loan Party, threatened against or affecting Holdings, the Borrower any Loan Party or any of its Subsidiaries Subsidiary (i) that could as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters), Matters set forth on Schedule 3.06) or (ii) that involve any of the Loan Documents Document or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters Matters, (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, neither Holdings, the Borrower nor no Loan Party or any of its Subsidiaries Subsidiary (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) has has, to its knowledge, become subject to any Environmental Liability, (iiiC) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (ivD) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 as set forth on Schedule 4.6(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the BorrowerCredit Parties, threatened against or affecting Holdingsany Credit Party as to which there is a reasonable possibility of an adverse determination and that, the Borrower or any of its Subsidiaries (i) 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), (ii) that involve any of the Loan Documents or (iii) that involve the Transactions, are not frivolous and, if adversely determined, could reasonably be expected, individually or in the aggregate, to be adverse to the interests of the LendersEffect. (b) Except for the Disclosed Matters as set forth on Schedule 4.6(b) 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, neither Holdings, the Borrower nor any of its Subsidiaries Credit Parties (i) has have not failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any in connection with the operation of the Credit Parties’ business to be in compliance with all applicable Environmental LawLaws, (ii) has have not become subject to any Environmental Liability, ; (iii) has have not received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or any inquiry, allegation, notice or other communication from any Governmental Authority which is currently outstanding or pending concerning its compliance with any Environmental Law or (iv) knows do not know of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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 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 Intermediate Holdings or the BorrowerBorrowers, threatened against or affecting Intermediate Holdings, the either Borrower or any of its the Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (other than the Disclosed Matters), (iiii)(x) that involve any of the Loan Documents or (iii) that involve the Transactions, (y) that are not frivolous and, and (z) if adversely determined, could would reasonably be expected, individually or in the aggregate, expected to be adverse to the interests of the Lenders. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither none of Intermediate Holdings, the either Borrower nor or any of its the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim asserting that Holdings, the Borrower or any of its Subsidiaries is obligated with respect to redress any Environmental Liability or (iv) knows of any basis for any Environmental Liability that Holdings, the Borrower or any of its Subsidiaries is reasonably likely to become obligated to redressLiability. (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.