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 the Obligors, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorssuch Borrower, threatened against or affecting any Obligor such Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its the Restricted Subsidiaries (i) that would which could reasonably be expected to be adversely determined and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none (x) neither such Borrower nor any of the Obligors or their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or and (ivy) such Borrower has no knowledge of any fact that would subject basis for any Environmental Liability on the Borrower or part of any of its the Restricted Subsidiaries to any Environmental LiabilitySubsidiaries.

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 Knowledge of the Obligorsany Loan Party, threatened against or affecting any Obligor Loan Party or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that 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 other Loan Document or the Transactions. (b) Except for the Disclosed Matters (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability, (ii) Knows of any basis for any Environmental Liability that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect and (iii) except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors no Loan Party or their respective Restricted Subsidiaries any 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, or (iiiC) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted the Borrower and the Subsidiaries (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or Effect, (ii) that involve this Agreement, any other Loan Document Agreement or (iii) that involve the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors Borrower or their respective Restricted the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrowers, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor Borrower or any of its Restricted Subsidiaries (i) that would which could reasonably be expected to be adversely determined and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none (x) neither such Borrower nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or and (ivy) no Borrower has knowledge of any fact that would subject basis for any Environmental Liability on the Borrower or part of any of its Restricted Subsidiaries to any Environmental LiabilitySubsidiaries.

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 the ObligorsBorrower, threatened in writing against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the TransactionsEffect. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors Borrower or their respective any of its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has has, to the knowledge of the Borrower, any fact basis to reasonably expect that would subject the Borrower or any of its Restricted Subsidiaries will become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorsany Borrower or any Subsidiary, threatened against or affecting any Obligor Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that would which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither any of the Obligors or their respective Restricted Subsidiaries Borrowers nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact conditions or circumstances that would subject could reasonably be expected to form the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsCompany, threatened against or affecting any Obligor the Company or any of its Restricted the Subsidiaries or threatened in writing against any Obligor or any as to which there is a reasonable possibility of its Restricted Subsidiaries (i) that would 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 actions, suits or (ii) that involve this Agreement, any other Loan Document or proceedings specifically identified in the TransactionsDisclosure Documents). (b) Except for the matters disclosed in the Disclosure Documents and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Obligors or their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting the Borrower, any Obligor of its Subsidiaries or any of its Restricted Subsidiaries their respective executive officers or threatened in writing against any Obligor or any of its Restricted Subsidiaries directors (i) that would which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to for either the Disclosed Matters or any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors Borrower or their respective Restricted any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject facts or circumstances which are reasonably likely to form the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or affecting the Borrower or any of its Restricted Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) on the Closing Date, that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries basis reasonably likely to any result in Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrowers, threatened against or affecting any Obligor the Company or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would 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 the other Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Obligors or their respective Restricted 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, (iiiii) has received notice of any claim with respect to any Environmental Liability or (iviii) has knowledge knows of any fact that would subject basis upon which the Borrower Company or any of its Restricted Subsidiaries would reasonably be expected to become subject to any Environmental LiabilityLiability arising under Environmental Laws as currently in 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 the ObligorsParent Borrower, threatened against or affecting any Obligor the Parent Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would 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 have a Material Adverse Effect or (ii) that involve this any of the Loan Documents, the Original Credit Agreement, any other Loan Document the Existing Credit Agreement or the Transactions. (b) Except with respect to any matters thatas, individually or in the aggregate, would could not reasonably be expected to result in have a Material Adverse Effect, none neither the Parent Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsParent Borrower, threatened against or affecting any Obligor the Parent Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted the Subsidiaries (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would not be reasonably be expected likely to result in a Material Adverse Effect, none neither the Parent Borrower nor any of the Obligors or their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that would 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 other Loan Document Agreement or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Restricted Subsidiaries Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary, (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective no Borrower nor any Restricted Subsidiaries Subsidiary, to 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 with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or basis for any of its Restricted Subsidiaries claim with respect to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Material Subsidiaries (i) that would as to which, in the reasonable judgment of Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse Effect or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregatereasonable judgment of Borrower, would could not reasonably be expected to result in a Material Adverse Effect, none neither Borrower nor any of the Obligors or their respective Restricted its Material Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorssuch Borrower, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor such Borrower or any of its Restricted Subsidiaries (i) that would which could reasonably be expected to be adversely determined and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none (x) neither such Borrower nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or and (ivy) such Borrower has no knowledge of any fact that would subject basis for any Environmental Liability on the Borrower or part of any of its Restricted Subsidiaries to any Environmental LiabilitySubsidiaries.

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 the ObligorsBorrower, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing (including “cease and desist” letters and invitations to take a patent license) against any Obligor or affecting the Borrower or any of its Restricted Subsidiaries (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except with respect to any matters matter that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as set forth in 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 the Obligors, affecting any Obligor Borrower or any of its Restricted Subsidiaries Subsidiary, threatened against or threatened in writing against any Obligor affecting the Borrower or any of its Restricted Subsidiaries Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Restricted Subsidiaries Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsGuarantor, threatened against or affecting any Obligor Guarantor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its the Restricted Subsidiaries (i) that would which could reasonably be expected to be adversely determined and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none (x) neither such Guarantor nor any of the Obligors or their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or and (ivy) Guarantor has no knowledge of any fact that would subject basis for any Environmental Liability on the Borrower or part of any of its the Restricted Subsidiaries to any Environmental LiabilitySubsidiaries.

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 the ObligorsParent, affecting any Obligor threatened against (i) the Parent or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) subsidiaries that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) the Parent, the Borrower or any of the Subsidiaries that involve this Agreementrelate to the execution, delivery, validity or enforceability of any other Loan Document or the Transactionsperformance of any of the Transactions by any of the parties thereto. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none neither the Parent nor any of the Obligors or their respective Restricted Subsidiaries its subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorsany Borrower, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Loan Party (i) that would 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 those set forth on Schedule 3.06) or (ii) that involve this Agreement, any other of the Loan Document or the TransactionsDocuments. (b) Except for the matters set forth on Schedule 3.06 and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries no Loan Party (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the matters set forth on Schedule 3.06 that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actionsNo litigation, suits investigation or proceedings by proceeding of or before any arbitrator arbitrators or Governmental Authority Authorities is pending against or, to the knowledge of Holdings or the ObligorsBorrower, threatened against or affecting any Obligor Holdings, the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted their respective Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that would could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve which in any manner draws into question the validity or enforceability of this Agreement, Agreement or any other Loan Document or the TransactionsDocument. (b) Except with respect to any for the matters that, individually or in the aggregate, would set forth on Schedule 4.5 and matters that could not reasonably be expected to result in a Material Adverse Effect, none neither Holdings nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim against it with respect to any Environmental Liability or (iv) has actual knowledge of any fact facts or circumstances that would subject the Borrower or any of its Restricted Subsidiaries could reasonably be expected to any give rise to an Environmental Liability.

Litigation and Environmental Matters. (a) There are no actionsNo litigation, suits investigation or proceedings by proceeding of or before any arbitrator or Governmental Authority is pending against or, to the knowledge of the ObligorsMLP or the Borrower, threatened against or affecting any Obligor the MLP, the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its their respective Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that would could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve which in any manner draws into question the validity or enforceability of this Agreement, Agreement or any other Loan Document or the TransactionsDocument. (b) Except with respect to any matters that, individually or in the aggregate, would as could not reasonably be expected to result in have a Material Adverse Effect, none of the Obligors or MLP, the Borrower, nor any of their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim against such entity with respect to any Environmental Liability Liability, which notice has not been delivered to Administrative Agent or (iv) has knowledge of any fact that would subject the Borrower facts or any of its Restricted Subsidiaries circumstances which could reasonably be expected to result in any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor the Borrower or any of its Restricted Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorsany Credit Party, threatened against or affecting any Obligor Credit Party or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any which would be required to be disclosed under Item 103 of its Restricted Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result Securities and Exchange Commission Regulation S-K in a Material Adverse Effect or (ii) Form S-1 registration statement filed by Continental under the Securities Act of 1933, as amended, on the date that involve this Agreement, any other Loan Document or representation is made. Except for the Transactions. (b) Except Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none no Credit Party nor any of the Obligors or their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrowers, threatened against or affecting any Obligor Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary, (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective no Borrower nor any Restricted Subsidiaries Subsidiary, to any 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 with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or basis for any of its Restricted Subsidiaries claim with respect to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligors, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective 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 unresolved Environmental Liability, (iii) has received written notice of any claim with respect to any unresolved Environmental Liability or (iv) has knowledge of any fact that would reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsCompany, threatened against or affecting any Obligor Company or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that 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 or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any for matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective neither Company nor any Restricted 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 written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability. The representations and warranties made pursuant to this Section 3.06(b) are the exclusive representations and warranties contained in this Agreement regarding (1) compliance with or liability under Environmental Laws, or (2) Hazardous Materials.

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 the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Financing Agreement or the Transactionstransactions contemplated to occur hereunder. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries Borrower (i) has not failed to comply with any Environmental Law or to obtain, maintain or comply with any material and necessary permit, license or other approval required under any Environmental Law, (ii) has not become subject to any Environmental Liability, (iii) has not received notice of any claim with respect to any Environmental Liability or (iv) has knowledge does not know of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There As of each of the Closing Date and the Availability Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that 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 other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would which could reasonably be expected to be adversely determined and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none (x) neither the Borrower nor any of the Obligors or their respective Restricted 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 with respect to any Environmental Liability or and (ivy) the Borrower has no knowledge of any fact that would subject basis for any Environmental Liability on the Borrower or part of any of its Restricted Subsidiaries to any Environmental LiabilitySubsidiaries.

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 the Obligors, affecting any Obligor Borrower or any of its Restricted Subsidiaries Subsidiaries, threatened against or threatened in writing against affecting any Obligor or any of its Restricted Subsidiaries such Person (i) that would 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 those set forth on Schedule 3.06) or (ii) that involve this Agreement, any other of the Loan Document or the TransactionsDocuments. (b) Except with respect to any for the matters thatset forth on Schedule 3.06, individually or in the aggregate, would and except as could not reasonably be expected to result in have a Material Adverse Effect, none no Borrower and no Subsidiary of the Obligors or their respective Restricted Subsidiaries any Borrower (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the matters set forth on Schedule 3.06 that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor the Borrower or any of its Restricted Subsidiaries (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document the Credit Documents or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability. (c) This Section 3.06 and Section 3.04(b) contain the Borrower’s sole and exclusive representations with respect to Environmental Laws.

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 the Obligorsany Loan Party, pending or threatened against or affecting any Obligor Loan Party or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that would 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 other Loan Document or the Transactions. (b) Except with respect to for the Disclosed Matters and any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries Effect (i) no Loan Party or any Subsidiary has failed 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 incurred any Environmental Liability, (iiiC) has received notice of any claim with respect to any Environmental Liability or (ivD) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligors, affecting any Obligor Parent or any of its Restricted Subsidiaries or Borrowing Subsidiary, threatened in writing against any Obligor or affecting Parent or any of its Restricted the Subsidiaries (i) that 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 or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none neither Parent nor any of the Obligors or their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries basis reasonably likely to result in any Environmental Liability.

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 the ObligorsBorrower, overtly threatened against or affecting any Obligor or the Borrower, any of its Restricted Subsidiaries Subsidiaries, PAA GP LLC or threatened in writing against any Obligor or any of its Restricted Subsidiaries PAA (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve affect the legality, validity or enforceability of this Agreement, any other Loan Document Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected expected, to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actionsNo litigation, suits investigation or proceedings by proceeding of or before any arbitrator arbitrators or Governmental Authority Authorities is pending against or, to the knowledge of the ObligorsBorrower, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or affecting Holdings, the Borrower or any of its Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that would could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve which in any manner seeks to enjoin or calls into question the validity or enforceability of this Agreement, Agreement or any other Loan Document or the TransactionsDocument. (b) Except with respect to None of Holdings, the Borrower or any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply comply, in any material respect, with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental LiabilityLiability which, in each case, could reasonably be expected to result in a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the ObligorsBorrower, threatened against or affecting any Obligor Holdings, the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted their Subsidiaries (i) that which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to for either the Disclosed Matters or any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Obligors Borrower or any of their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject facts or circumstances which are reasonably likely to form the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrowers, threatened against or affecting any Obligor Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted their Material Subsidiaries (i) that would as to which, in the reasonable judgment of the Borrowers, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse Effect or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregatereasonable judgment of the Borrowers, would could not reasonably be expected to result in a Material Adverse Effect, none neither any Borrower nor any of the Obligors or their respective Restricted Material Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsCompany or any Borrower, threatened against or affecting any Obligor the Company or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except for the Chapter 11 Cases and the Canadian Recognition Proceeding, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Responsible Officer of Holdings or the ObligorsBorrower, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or affecting Holdings, the Borrower or any of its Restricted Subsidiaries (i) Subsidiary that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the TransactionsEffect. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Obligors Intermediate Parents, the Borrower or their respective any Restricted 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 written notice of any claim with respect to any Environmental Liability or (iv) has has, to the knowledge of a Responsible Officer of Holdings or the Borrower, any fact basis to reasonably expect that would subject Holdings, the Borrower or any of its Restricted Subsidiaries Subsidiary will become subject to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligors, affecting any Obligor Credit Agreement Party or any of its Restricted Subsidiaries Subsidiaries, threatened against or threatened in writing against affecting any Obligor Credit Agreement Party or any of its Restricted Subsidiaries (ix) that would could reasonably be expected, individually or in the aggregate, to (i) result in a Material Adverse Effect or (ii) that involve this Agreement, adversely affect in any other Loan Document material respect the ability of the Credit Parties to consummate the Transaction or the Transactions(y) with respect to any Credit Document. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither any Credit Agreement Party nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters and the Cases, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrowers, affecting any Obligor threatened against the Company or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that 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 or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any for the Disclosed Matters or matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Restricted Subsidiaries Company nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject reasonable basis for any Environmental Liability to be imposed on or asserted against the Borrower Company or any of its Restricted Subsidiaries to any Environmental LiabilitySubsidiary.

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 the Obligorsany Loan Party, threatened against or affecting any Obligor Loan Party or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would which, if adversely determined, might reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse Effect. No judgment or order of a court, arbitral body or agency which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief) been made against it or (ii) that involve this Agreement, any other Loan Document or the Transactionsof its Subsidiaries. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, (i) none of the Obligors or Loan Parties nor any of their respective 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, Law and (ii) no Environmental Claim has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability been commenced or (iv) has to the best of the knowledge of any fact that would subject the Borrower Loan Party, having made all reasonable enquiries), is threatened against any Loan Party or any of its Restricted Subsidiaries to any Environmental LiabilitySubsidiaries.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator arbitrator, Governmental Authority, Self-Regulatory Organization or Governmental Authority securities exchange pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary that (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Restricted Subsidiaries Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability accruing to the Borrower or any Subsidiary or any of their predecessors or (iv) has knowledge knows of any fact that would subject basis for any Environmental Liability accruing to the Borrower or any Subsidiary or any of its Restricted Subsidiaries to any Environmental Liabilitytheir predecessors.

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 the Obligorsany Consolidated Entities, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Consolidated Entities (i) that would 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 other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries no Consolidated Entity (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actionsNo litigation, suits investigation or proceedings by proceeding of or before any arbitrator arbitrators or Governmental Authority Authorities is pending against or, to the knowledge Knowledge of the ObligorsBorrower, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or affecting the Borrower, any of its Restricted Subsidiaries or any Associated Practice (i) as to which there is a reasonable possibility of an adverse determination that would reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve which would reasonably be expected to result in the invalidity or unenforceability of this Agreement, Agreement or any other Loan Document or the Transactionsany other Related Transaction Document. (b) Except with respect to any for the matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectset forth on Schedule 4.5, none of the Obligors or their respective Restricted Borrower, any of its Subsidiaries nor any Associated Practice (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability, in the case of each of clauses (i), (ii), (iii) and (iv), which have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorsany Borrower, threatened against or affecting any Obligor MetLife or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Material Subsidiaries (i) that as to which there would reasonably be expected to be an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect Change (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions, the Restructuring Transaction and the Spin-Off Transaction. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectChange, none neither MetLife nor any of the Obligors or their respective Restricted its Material Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability Liability, or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge Knowledge of the Obligorsany Loan Party, threatened against or affecting any Obligor Loan Party or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Group member (i) that 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 other Loan Document or the Transactions. (b) Except for the Disclosed Matters (i) no Group member has received written notice of any claim with respect to any material Environmental Liability, (ii) Knows of any basis for any Environmental Liability that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect and (iii) except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors no Loan Party or their respective Restricted Subsidiaries any other Group member (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, or (iiiC) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor the Borrower or any of its Restricted Subsidiaries (i) that would which could reasonably be expected to be adversely determined and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none (x) neither the Borrower nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or and (ivy) the Borrower has no knowledge of any fact that would subject basis for any Environmental Liability on the Borrower or part of any of its Restricted Subsidiaries to any Environmental LiabilitySubsidiaries.

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 the Company or any Subsidiary or, to the knowledge of the Obligors, affecting any Obligor Company or any of its Restricted Subsidiaries Subsidiary based on written notice received by it, threatened against or threatened in writing against any Obligor affecting the Company or any of its Restricted Subsidiaries Subsidiary that (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors Company or their respective Restricted Subsidiaries any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knows of any basis for any Environmental Liability (provided that with respect to this clause (iv), such knowledge shall be deemed to extend solely to the extent of the knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental LiabilityCompany’s law department and environmental engineers).

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 the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries of (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other of the Loan Document Documents or the TransactionsTransactions (other than the Split-Off). (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted 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 with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdco or the ObligorsBorrower, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or affecting Holdco or any Restricted Subsidiary as to which there is a reasonable possibility of its Restricted Subsidiaries (i) that an adverse determination and that, if adversely determined would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or than the TransactionsDisclosed Matters). (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors Holdco or their respective any Restricted Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (ai) There Except for the ------------------------------------ Disclosed Matters, as of the Commencement Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorssuch Person, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries such Person (iA) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (iiB) that involve this Agreement, any other Loan Document Agreement or the Transactions. (bii) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries such Person (i) has not failed 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 not become subject to any Environmental Liability, (iii) has not received notice of any claim with respect to any Environmental Liability or (iv) has knowledge does not know of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are Except for the matters set forth on Schedule 4.5(a), no actionslitigation, suits investigation or proceedings by proceeding of or before any arbitrator arbitrators or Governmental Authority Authorities is pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would if adversely determined could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve which in any manner draws into question the validity or enforceability of this Agreement, Agreement or any other Loan Document or the TransactionsRelated Transaction Document. (b) Except with respect to for the matters set forth on Schedule 4.5(b), neither the Borrower nor any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability., in each case that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorsany Loan Party, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against or affecting any Obligor Loan Party or any of its Restricted Subsidiaries Subsidiary (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Obligors or their respective Restricted its Subsidiaries (i) has in the past three years failed to comply with any Environmental Law or to obtain, maintain or comply with the terms and conditions of any permit, license or other approval required under any Environmental Law, (ii) has has, to the knowledge of the Borrowers, become subject to any Environmental Liability, Liability or (iii) has in the past three years (or earlier if unresolved) received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability. SECTION 3.07. SECTION 3.07.

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 the ObligorsBorrower, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing (including “cease and desist” letters and invitations to take a patent license) against any Obligor or affecting the Borrower or any of its Restricted Subsidiaries (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions. (ba) Except with respect to any matters matter that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against or affecting any Obligor or any of its Restricted Subsidiaries Borrower Group Entity (i) as to which there is a reasonable possibility of an adverse determination and that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries no Borrower Group Entity (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability. (c) Since the Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in 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 the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be 42 expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, or could effect the enforceability of any other of the Loan Document Documents or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary, (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective no Borrower nor any Restricted Subsidiaries Subsidiary, to 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 with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or basis for any of its Restricted Subsidiaries claim with respect to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorsany Borrower, threatened against or affecting any Obligor Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries subsidiaries (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Company, any other Borrower nor any of the Obligors or their respective Restricted Subsidiaries subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to liable for any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (ai) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligors, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the Transactions. (bii) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to |US-DOCS\140731213.5|| obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorsany Borrower or any Subsidiary, threatened against or affecting any Obligor Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that would which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries Borrowers nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact conditions or circumstances that would subject could reasonably be expected to form the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to reasonable basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened in writing against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document the Guaranty or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that 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 or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any for matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Borrower nor any Restricted 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 written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability. The representations and warranties made pursuant to this Section 3.06(b) are the exclusive representations and warranties contained in this Agreement regarding (1) compliance with or liability under Environmental Laws, or (2) Hazardous Materials.

Litigation and Environmental Matters. (a) There are no actions, suits suits, proceedings or proceedings investigation by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsUnited States Borrower, threatened against or affecting any Obligor the United States Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any as to which there is a reasonable possibility of its Restricted Subsidiaries (i) that would an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or than the TransactionsDisclosed Matters). (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the United States Borrower nor any of the Obligors or their respective Restricted 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 Environmental Claims with respect to any Environmental Liability or (iv) has knowledge knows of any fact fact, circumstance, condition or occurrence that would subject could reasonably be expected to give rise to form the Borrower basis for any Environmental Claim or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actionsNo litigation, suits investigation or proceedings by proceeding of or before any arbitrator arbitrators or Governmental Authority Authorities is pending against or, to the knowledge of the ObligorsSponsor, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor Holdings, the Sponsor or any of its Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that would could reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve which in any manner draws into question the validity or enforceability of this Agreement, Agreement or any other Loan Document or the Transactions. (b) Transaction Document. Except with respect as could reasonably be expected to any matters thathave, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Obligors Sponsor or their respective any of its Restricted Subsidiaries (i) has failed to comply in any material respect with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii) has become subject to any Environmental Liability. None of Holdings, the Sponsor or any of its Restricted Subsidiaries (iiix) has received notice of any claim with respect to any Environmental Liability or (ivy) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental LiabilityLiability that, in each case, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorsany Loan Party, threatened against or affecting any Obligor Loan Party or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06) or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors no Loan Party or their respective Restricted Subsidiaries any 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 or (iiB) has become subject to any Environmental Liability. (c) Since the date of this Agreement, (iii) there has received notice been no change in the status of any claim with respect to any Environmental Liability the Disclosed Matters that, individually or (iv) in the aggregate, has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liabilityresulted 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 the ObligorsCompany, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor the Company or any of its Restricted Subsidiaries (i) that would as to which there is a reasonable probability of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) as of the Fourth Amendment Effective Date, that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to for any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, (i) none of the Obligors Company or their respective any of its Restricted Subsidiaries has received any written or actual notice of any claim with respect to any Environmental Liability or has knowledge or reason to believe that any such notice will be received or is threatened and (ii) none of the Company or any of its Restricted Subsidiaries (i1) has has, at any time during the last five (5) years, failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law or (ii2) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Borrower (i) that would reasonably be expectedexcept as set forth on Schedule 3.06 and as otherwise disclosed in writing to Lender, individually which assert a claim or claims in the aggregatean aggregate amount greater than [***], to result in a Material Adverse Effect or (ii) that individually or in the aggregate would be reasonably likely to have a Material Adverse Effect, or (iii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries Borrower (i) has not failed 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 not become subject to any Environmental Liability, (iii) has not received notice of any claim with respect to any Environmental Liability or (iv) has knowledge does not know of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligors, affecting any Obligor Borrower or any of its Restricted Subsidiaries Subsidiary, threatened against or threatened in writing against any Obligor affecting the Borrower or any of its Restricted Subsidiaries Subsidiary (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (iii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Restricted Subsidiaries Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (iii) has become subject to any Environmental Liability, (iiii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (ivi) has knowledge knows of any fact conditions or circumstances that would subject could reasonably be expected to form the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrowers, affecting any Obligor threatened against the Company or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that 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 or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any for the Disclosed Matters or matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Company nor any Restricted 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 written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject reasonable basis for any Environmental Liability to be imposed on or asserted against the Borrower Company or any of its Restricted Subsidiaries to any Environmental LiabilitySubsidiary.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsTesting Party, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor Testing Party or any of its Restricted Subsidiaries (i) that would which could reasonably be expected to be adversely determined and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none (x) neither Testing Party nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or and (ivy) Testing Party has no knowledge of any fact that would subject basis for any Environmental Liability on the Borrower or part of any of its Restricted Subsidiaries to any Environmental LiabilitySubsidiaries.

Litigation and Environmental Matters. (a) There are no actionsNo litigation, suits investigation or proceedings by proceeding (including any whistleblower action) of or before any arbitrator arbitrators or Governmental Authority Authorities is pending against or, to the knowledge of the ObligorsBorrower, affecting any Obligor threatened in writing against the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would reasonably be expectedexpected to have, either individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve which in any manner draws into question the validity or enforceability of this Agreement, Agreement or any other Loan Document or the Transactionsany Existing Lien Loan Document. (b) Except with respect as would not reasonably be expected to any matters thathave, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsIssuer, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor the Issuer or any Restricted Subsidiary as to which there is a reasonable possibility of its Restricted Subsidiaries (i) that an adverse determination and that, if adversely determined would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the TransactionsEffect. (b) Except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Issuer nor any Restricted Subsidiaries Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or knows of any basis for which it would reasonably be expected for Holdco or any Restricted Subsidiary to become subject to any Environmental Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There Except as set forth in Schedule 3.06, there are no actions, suits or proceedings by or before any anyGovernmental Authority or arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower or anySubsidiary, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor the Borrower or any of its Restricted Subsidiaries Subsidiary that (i) that has a reasonablelikelihood of an adverse determination and such adverse determination would reasonably be expected, ,individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or of the TransactionsLoanDocuments. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected beexpected to result in a Material Adverse Effect, none of : neither the Obligors or their respective Restricted Subsidiaries Borrower nor any Subsidiary (i) has failed to comply tocomply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required Governmental Approvalrequired under any Environmental Law, (ii) has become is subject to any Environmental Liability, (iii) has received receivedwritten notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact fact,incident, event or condition that would subject could reasonably be expected to form the Borrower or basis for any of its Restricted Subsidiaries to any Environmental Liability.EnvironmentalLiability. 61

Litigation and Environmental Matters. (a) There As of the Effective Date, there are no actions, suits suits, investigations, proceedings or proceedings counterclaims (including, without limitation, derivative or injunctive actions) by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsCompany, affecting any Obligor threatened against the Company or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries that (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect Effect, or (ii) that involve this Agreement, any other Loan Credit Document or the Transactions. (b) Except As of the Effective Date, except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental LiabilityClaim, (iii) has received notice of any claim with respect to any Environmental Liability Claim or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental LiabilityClaim.

Litigation and Environmental Matters. (a) There are no actions, criminal prosecutions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary that (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve could reasonably be expected to materially adversely affect the rights and remedies of the Administrative Agent and/or the Lenders under this Agreement, Agreement or any other Loan Document or the TransactionsDocument. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Restricted Subsidiaries Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Obligorsany Borrower or any Subsidiary, threatened against or affecting any Obligor Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither any of the Obligors or their respective Restricted Subsidiaries Borrowers nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, registration or license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any pending or threatened claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact conditions or circumstances that would subject could reasonably be expected to form the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor either Loan Party or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that would could reasonably be expected, individually or in the aggregateaggregate (excluding from such aggregate any Disclosed Matters), to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any other Loan Document or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregateaggregate (excluding from such aggregate any Disclosed Matters), would could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors or their respective Restricted Subsidiaries neither Loan Party and no 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, Liability or (iiiC) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor Borrower or any of its Restricted Subsidiaries (i) that would which could reasonably be expected to be adversely determined and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none (x) neither Borrower nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, Liability or (iii) has received notice of any claim with respect to any Environmental Liability or and (ivy) Borrower has no knowledge of any fact that would subject basis for any Environmental Liability on the Borrower or part of any of its Restricted Subsidiaries to any Environmental LiabilitySubsidiaries.

Litigation and Environmental Matters. Except as set forth in the financial statements referred to in Section 3.04 and the Borrower’s Annual Report on Form 10-K for the year ending December 31, 2019: (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, affecting any Obligor or any of its Restricted Subsidiaries or threatened in writing against any Obligor or affecting the Borrower or any of its Restricted Subsidiaries (i) Subsidiary that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document or the TransactionsEffect. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of the Obligors Borrower or their respective any Restricted 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 or, to the knowledge of the Borrower or any Restricted Subsidiary, there is a reasonable basis for any such Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability Liability, or (iv) has knowledge of is reasonably expected to incur any fact that would subject the Borrower or any of its Restricted Subsidiaries Environmental Liability with respect to any Environmental LiabilityRelease on, at or from any real property now or previously owned, leased or operated by it.

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 the ObligorsBorrowers, affecting any Obligor threatened against the Company or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries Subsidiary (i) that 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 or (ii) that involve this Agreement, any other of the Loan Document Documents or the Transactions. (b) Except with respect to any for the Disclosed Matters or matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none of neither the Obligors or their respective Company nor any Restricted 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 written notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There As of the date hereof, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any other Loan Document Agreement or the Transactions. (ba) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsBorrower, threatened in writing against or affecting any Obligor the Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect Effect. Neither the Borrower nor any of its Restricted Subsidiaries is subject to or (ii) that involve this Agreementin default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other Loan Document governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the Transactionsaggregate, would reasonably be expected to result in a Material Adverse Effect. (b) Except with respect to any matters matter that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, none neither the Borrower nor any of the Obligors or their respective its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, or (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge of any fact that would subject the Borrower or any of its Restricted Subsidiaries to any Environmental Liability.

Litigation and Environmental Matters. (a) There are no ------------------------------------ actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsParent Borrower, threatened against or affecting any Obligor the Parent Borrower or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would 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 have a Material Adverse Effect or (ii) that involve this any of the Loan Documents, the Original Credit Agreement, any other Loan Document the Existing Credit Agreement or the Transactions. (b) Except with respect to any matters thatas, individually or in the aggregate, would could not reasonably be expected to result in have a Material Adverse Effect, none neither the Parent Borrower nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.

Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the ObligorsCompany, threatened against or affecting any Obligor the Company or any of its Restricted Subsidiaries or threatened in writing against any Obligor or any of its Restricted Subsidiaries (i) that would as to which an adverse determination is reasonably likely and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement, any the other Loan Document LC Documents or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Obligors or their respective Restricted its Subsidiaries (i) has failed to comply with any of the Environmental Law Laws or to obtain, maintain or comply with any permit, license or other approval required under any of the Environmental LawLaws, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) has knowledge knows of any fact that would subject the Borrower or any of its Restricted Subsidiaries to basis for any Environmental Liability.