Common use of Litigation; Compliance with Laws Clause in Contracts

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.09, there are no actionactions, suit, suits; investigations or proceeding, proceedings at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries Subsidiary or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Transactions or any other Loan Document, (ii) may that could reasonably be expected expected, individually or in the aggregate, to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have result in a Material Adverse Effect. (b) Neither Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or have materially increased the likelihood of, a Material Adverse Effect. (c) None of the Borrower nor or any Subsidiary or any of the Subsidiaries their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rulerule or regulation applicable to the Borrower or any Subsidiary (including any zoning, building, ordinance, code or approval or any building permits where such violation or default would be material to the Borrower and its Subsidiaries, taken as a whole), or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order applicable to the Borrower or any Subsidiary of any Governmental Authority, in each case where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters. Without limiting the foregoing, (i) current billing policies, arrangements, protocols and instructions of each of the Borrower and each the Subsidiaries comply in all material respects with requirements of its Subsidiaries have complied with all Environmental LawsMedical Reimbursement Programs and are currently administered by properly trained personnel. To the knowledge of the Senior Officers of the Borrower, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities none of the Borrower or any Subsidiary, nor any of its Subsidiaries are used their current respective officers, directors or employees, have engaged in any material activities that constitute prohibited acts of fraud under Medicare Regulations or under Medicaid Regulations where such activities have resulted, or the Borrower has reasonably determined in good faith it could reasonably be expected to manage any Specified Substance result, in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, Effect and (v) the Borrower is aware has not taken action within a reasonable period of time after discovery of such activities, to suspend or remove such persons from responsibilities relating to such activities or to ensure that such activities are no events, conditions or circumstances involving any Release of a Specified Substance that is longer reasonably likely expected to have result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.09(a) (Funding), there are no actionactions, suitsuits, investigations or proceeding, proceedings at law or in equity or by or before any governmental investigation arbitrator or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Borrower, threatened against the Borrower or any Subsidiary or any business, property or material rights of the Subsidiaries Borrower or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which Subsidiary (i) challenges that, as of the validity of this Agreement Funds Availability Date, involve any Transaction Document or the Transactions or, at any other Loan Documenttime thereafter, (ii) may involve any Transaction Document or the Transactions and which could reasonably be expected to have a be material and adverse effect on to the ability interests of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document Lenders, or (iiiii) except with respect as to Disclosed Matterswhich there is a reasonable possibility of an adverse determination and that, may if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect. (b) Neither Except as set forth on Schedule 3.09(b) (Funding), none of the Borrower nor or any of the Restricted Subsidiaries or any of their respective material properties or assets is in violation of any law, rulerule or regulation (including any zoning, building, ordinance, code or approval or any building permits), or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectEffect (but not including, in each case, any Environmental Law which is the subject of Section 3.17 or any energy regulation matter which is the subject of Section 3.23). (c) Except with respect The Borrower and all of its Subsidiaries are in possession of all Permits necessary to Disclosed Mattersown, lease and operate their properties and to lawfully carry on their businesses as they are now being conducted, except where the failure to be in possession of such Permit would not, individually or in the aggregate, have a Material Adverse Effect (i) but not including Permits required under applicable Environmental Laws which are the subject of Section 3.17). There is no action, proceeding or investigation pending or, to the knowledge of the Borrower and each of its Subsidiaries have complied with all Environmental LawsSubsidiaries, except to the extent that failure to so comply is not reasonably likely to threatened regarding any material Permit which would have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities . None of the Borrower or any of its Subsidiaries are used to manage any Specified Substance is in violation of any lawmaterial conflict with, except to the extent that such violations, individually or in the aggregatedefault of, are not reasonably likely to have a Material Adverse Effector in material violation of, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectmaterial Permit.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.09(a) (Signing), there are no actionactions, suit, suits or proceeding, proceedings at law or in equity or by or before any governmental investigation arbitrator or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Borrower, threatened against the Borrower or any Subsidiary or any business, property or material rights of the Subsidiaries Borrower or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which Subsidiary (i) challenges that, as of the validity of this Agreement Signing Date, involve any Loan Document or the Transactions or, at any other time thereafter, involve any Loan Document, (ii) may Document or the Transactions and which could reasonably be expected to have a be material and adverse effect on to the ability interests of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document Lenders, or (iii) except with respect ii)as to Disclosed Matterswhich there is a reasonable possibility of an adverse determination and that, may if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect. (b) Neither Except as set forth on Schedule 3.09(b) (Signing), none of the Borrower nor or any of the Restricted Subsidiaries or any of their respective material properties or assets is in violation of any law, rulerule or regulation (including any zoning, building, ordinance, code or approval or any building permits), or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectEffect (but not including, in each case, any Environmental Law which would be the subject of Section 3.17 or any energy regulation matter which would be the subject of Section 3.23). (c) Except with respect The Borrower and all of its Subsidiaries are in possession of all Permits (other than Permits required under applicable Environmental Laws which would be the subject of Section 3.17) necessary to Disclosed Mattersown, (i) lease and operate their properties and to lawfully carry on their businesses as they are now being conducted, except where the failure to be in possession of such Permit would not, individually or in the aggregate, have a Material Adverse Effect. There is no action, proceeding or investigation pending or, to the knowledge of the Borrower and each of its Subsidiaries have complied with all Subsidiaries, threatened regarding any material Permit (other than Permits required under applicable Environmental Laws, except to Laws which would be the extent that failure to so comply is not reasonably likely to subject of Section 3.17) which would have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities . None of the Borrower or any of its Subsidiaries are used to manage any Specified Substance is in material conflict with, or in default of, or in material violation of any law, except to material Permit (other than Permits required under applicable Environmental Laws which would be the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware subject of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectSection 3.17).

Litigation; Compliance with Laws. (ai) There is no legal, administrative, arbitral or other suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge Knowledge of the BorrowerCigna, threatened threatened, against the Borrower or affecting Cigna or any Subsidiary of the Subsidiaries Cigna that has had or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Cigna, nor is there any judgment, decree, injunction, rule, regulatory restriction or order of any Governmental Entity or arbitrator outstanding against Cigna, the assets of Cigna or any Subsidiary of Cigna that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna. (ii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna or to materially impair the ability of Cigna to consummate the transactions contemplated by this Agreement, Cigna and its Subsidiaries hold all permits, licenses, variances, exemptions, orders, authorizations, waivers, franchises, certificates and other approvals of all Governmental Entities necessary for the operation of the businesses of Cigna and its Subsidiaries, taken as a whole (the “Cigna Permits”). Cigna and its Subsidiaries are in compliance with the terms of the Cigna Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna. The businesses of Cigna and its Subsidiaries are not being conducted in violation of, and Cigna has not received any written notices of violations with respect to, any law, ordinance or regulation of any Governmental Entity, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna. (iii) Cigna and its Subsidiaries are, and Cigna and its Subsidiaries’ businesses are being conducted, in compliance with HIPAA, any implementing regulations and any state medical information laws applicable to the business of Cigna or its Subsidiaries, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna. (iv) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna, Cigna and each of its Subsidiaries, and, to the Knowledge of Cigna, all of their respective directors, officers, agents and employees, are in compliance with, and Cigna and each of its Subsidiaries have compliance programs including policies and procedures reasonably designed to cause Cigna and its Subsidiaries and their respective directors, officers, agents and employees to be in compliance with, to the extent applicable, all Healthcare Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna, no third-party payment program has imposed a fine, penalty or other sanction on Cigna or any of its Subsidiaries and none of Cigna or any of its Subsidiaries has been excluded or suspended from participation in any such program. (v) Except as would not reasonably be expected to have, individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Cigna, none of Cigna, any of its Subsidiaries, or, to the Knowledge of Cigna, any director or executive officer of Cigna or any of its Subsidiaries, with respect to actions taken on behalf of Cigna or of its Subsidiaries, (A) has been assessed a civil monetary penalty under Section 1128A of the Social Security Act or any regulations promulgated thereunder, (B) has been excluded from participation in any federal health care program or state health care program (as such terms are defined by the Social Security Act), (C) has been convicted of any criminal offense relating to the delivery of any item or service under a federal health care program or (D) is a party to or subject to any action or proceeding concerning any of the matters described above in clauses (A) and (C). (vi) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna, each of Cigna’s insurance and health maintenance Subsidiaries meets the requirements for participation in, and receipt of payment from, the Medicaid, Medicare Advantage and other state and federal health care programs in which it participates and is a party to one or more valid agreements with the applicable state agencies and the Centers for Medicare and Medicaid Services, as applicable, authorizing its participation. (vii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Cigna, Cigna and each Cigna Subsidiary (i) is in compliance and since January 1, 2013 has been in compliance with the Foreign Corrupt Practices Act and any other United States and foreign laws concerning corrupting payments and (ii) since January 1, 2013, have not been, to the Knowledge of Cigna, investigated by any Governmental Entity with respect to, or been given written notice by a Governmental Entity of, any violation by Cigna or such Cigna Subsidiary of the Foreign Corrupt Practices Act or any other United States or foreign laws concerning corrupting payments.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.08(a), there are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of the its Restricted Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such Person (i) challenges as of the validity of this Agreement Closing Date, that involve any Loan Document or any other Loan Document, the Transactions or (ii) may reasonably be expected to have a material adverse effect on which individually or in the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may aggregate could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor, to the knowledge of any of the Loan Parties after due inquiry, any of its Affiliates is in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (signed into law on October 26, 2001) (the “U.S.A. PATRIOT Act”). (b) Neither the Borrower nor any (i) None of the Subsidiaries Borrower, any Restricted Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule, rule or regulation, or any restriction of record or agreement affecting any Mortgaged Property or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in a Material Adverse Effect. (c) Except with respect to Disclosed Mattersthe aggregate, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither each of the Borrower nor and each Restricted Subsidiary holds all permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable law, rule or regulation for the operation of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Lawbusiness as presently conducted, except where such failure is not as would not, individually or in the aggregate, reasonably likely be expected to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice Restricted Subsidiary (A) is subject to regulation “as a natural-gas company” under the Natural Gas Act (“NGA”); or (B) is subject to regulation as a “public utility,” a “gas utility,” a “gas company” or other similar term under the laws of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, state and (iv) no facilities none of the Borrower Lenders, the Agents and the Joint Lead Arrangers, solely by virtue of the execution, delivery and performance of this Agreement or any the other Loan Documents, or consummation of its Subsidiaries are used the Transactions contemplated hereby and thereby, shall be or become: (A) a “public-utility company,” a “holding company,” an “affiliate” of a “holding company,” an “associate company” of a “holding company,” or a “subsidiary company” of a “holding company,” as each such term is defined in PUHCA, or otherwise subject to manage any Specified Substance in violation regulation under PUHCA; (B) a “natural-gas company” or subject to regulation under the NGA; or (C) subject to regulation under the laws of any law, except state with respect to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectpublic utilities.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.09, as of the 2016 Restatement Date there are no actionactions, suit, suits or proceeding, proceedings at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Borrowerany Loan Party, threatened against the Borrower or affecting any Loan Party or any of the its Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such Person (i) challenges the validity of this Agreement or that involve any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iiiii) except with respect as to Disclosed Matterswhich there is a reasonable possibility of an adverse determination and that, may if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect. (b) Neither Since the Borrower nor 2016 Restatement Date, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) No Loan Party or any of the its Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rulerule or regulation (including any zoning and building law, ordinance, code or approval, or regulationpermits, any Environmental Law and any Environmental Permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (cd) Except with respect to Disclosed MattersCertificates of occupancy (or the functional equivalent thereof) and permits are in effect for each Mortgaged Property as currently constructed or the improvements located on each such Mortgaged Property or the use thereof constitutes legal non-conforming structures or uses except, (i) in each case, where the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to do so comply is could not reasonably likely be expected to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance result in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (ai) There Except as set forth in the Conexant Filed SEC Reports or in the Washington Financial Statements, there is no suit, action, suit, proceeding or proceeding, or any governmental regulatory investigation or any arbitration, in each case pending or, to the knowledge Knowledge of the BorrowerConexant, threatened threatened, against the Borrower or affecting any of the Subsidiaries Washington Companies or any material property of any thereof before any court or arbitrator asset included in the Washington Assets which, individually or any governmental or administrative bodyin the aggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither Effect on the Borrower Washington Business, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsWashington Companies which, individually or in the aggregate, are not would reasonably likely be expected to have a Material Adverse EffectEffect on the Washington Business. (ii) Except as, and (v) individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is would not reasonably likely be expected to have a Material Adverse EffectEffect on the Washington Business, the Washington Companies hold all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the Washington Business, taken as a whole (the "Washington Permits"), and no suspension or cancellation of any of the Washington Permits is pending or, to the Knowledge of Conexant, threatened, except for suspensions or cancellations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. The Washington Companies are in compliance with the terms of the Washington Permits, except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. None of the Washington Companies is in violation of, and the Washington Companies have not received any notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.08(a), there are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against or affecting, the Borrower or any of the its Relevant Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such Person (i) challenges as of the validity of this Agreement Closing Date, that involve any Loan Document or any other Loan Document, the Transactions (excluding the Merger) or (ii) may reasonably be expected to have a material adverse effect on which individually or in the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may aggregate could reasonably be expected to have a Material Adverse EffectEffect or which could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. (b) Neither The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower nor and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries or, to the Subsidiaries knowledge of the Borrower, any director or officer of the Borrower or any of its Subsidiaries, is the target of any Sanctions. To the knowledge of the Borrower, the proceeds of the Loans and Revolving Letters of Credit will not be used for the purpose of violating Anti-Corruption Laws or applicable Sanctions. (i) None of the Borrower, any Relevant Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule, rule or regulation, regulation or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result have, individually or in a Material Adverse Effect. (c) Except with respect to Disclosed Mattersthe aggregate, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities each of the Borrower and each Relevant Subsidiary holds all permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable law, rule or any regulation for the operation of its Subsidiaries are used to manage any Specified Substance in violation of any lawbusiness as presently conducted, except to the extent that such violationsas could not, individually or in the aggregate, are not reasonably likely be expected to have a Material Adverse Effect, and (viii) neither the Borrower is aware of no eventsnor any Relevant Subsidiary is, conditions or circumstances involving after giving effect to any Release of a Specified Substance that is reasonably likely Borrowing will be, subject to have a Material Adverse Effectregulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.09, there are no actionactions, suit, suits or proceeding, proceedings at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of Holdings, Polo Holdings or the Borrower, threatened against or affecting Holdings, Polo Holdings or the Borrower or any of the Subsidiaries other Subsidiary or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Transactions or any other Loan Document, (ii) may as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have result in a Material Adverse Effect. (b) Neither Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings, Polo Holdings, the Borrower nor or any of the other Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting any Mortgaged Property or Resort, or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default (individually or in the aggregate) could reasonably be expected to result in a Material Adverse Effect. (cd) Except with respect to Disclosed MattersCertificates of occupancy and permits are in effect for each Mortgaged Property and Resort as currently constructed, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Lawsother than any certificates or permits for properties or assets in Europe, except to the extent that failure to so comply is such certificates or permits are not reasonably likely to have a Material Adverse Effect, in effect on the Closing Date and not having such certificates or permits could not (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not ) reasonably likely be expected to have result in a Material Adverse Effect. If requested, true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent (vif applicable, as mortgagee) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely with respect to have a Material Adverse Effecteach Mortgaged Property and Resort.

Litigation; Compliance with Laws. (a) There is The Borrowers and the Subsidiaries are in compliance in all material respects with applicable Environmental Laws, Environmental Permits (as defined below) and Mining Permits. Except as set forth on Schedule 3.08(a) to this Agreement, (x) except for the Cases, there are no actionactions, suitsuits, investigations or proceedingproceedings, including any claims under Environmental Law, at law or in equity or by or on behalf of any Governmental Authority or any governmental investigation other Person or any arbitrationin arbitration now pending against, in each case pending or, to the knowledge of the any Borrower, threatened in writing against the or affecting, any Borrower or any of the other Subsidiaries or any material business, property (including any Real Property) or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve or purport to affect or pertain to any Loan Document or the validity of this Agreement or any other Loan Document, Transactions; (ii) may which would reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions; or (iii) as to which there is a reasonable likelihood of adverse determinations that would reasonably be expected to have result in a material adverse effect on the ability Material Adverse Effect; (y) none of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement Borrowers or any other Loan Document or on the rights of or benefits available Subsidiary has been notified in writing, or, to the Lenders under this Agreement knowledge of any Borrower and the Subsidiaries, otherwise notified, by the Federal Office of Surface Mining or the agency of any state administering the Surface Mining Control and Reclamation Act of 1977, as amended, or any other Loan Document comparable state statute that it is: (i) ineligible to receive additional surface mining permits or (iiiii) under investigation to determine whether their eligibility to receive any Mining Permit should be revoked, i.e., “permit blocked”, in each case of this clause (y), except with respect to Disclosed Matters, may as would not reasonably be expected to have a Material Adverse Effect; and (z) to the knowledge of any Borrower, no facts exist that presently or upon the giving of notice or the lapse of time or otherwise would render any Borrower or any Subsidiary ineligible to receive surface mining permits or maintain or comply in all material respects with any Mining Permit. (b) Neither the Borrower nor any Except as set forth in Schedule 3.08(b) to this Agreement, none of the Borrowers, the Subsidiaries or their respective assets is in violation of (nor will the continued operation of their material assets as currently conducted violate) any currently applicable law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval, Mining Law, Mining Permit, Mining Lease or any building permit) or any restriction of record or agreement affecting any Real Property, or regulation, or is in default with respect to any order, judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (c) Except The Borrowers and the Subsidiaries have, in the amounts and forms in compliance in all material respects with respect to Disclosed Mattersapplicable Environmental Laws and orders, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Mining Laws, except to Mining Permits or Mining Leases, obtained all performance bonds and surety bonds, or otherwise provided any financial assurance for the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain Borrowers’ mining and reclamation obligations or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or otherwise in the aggregateordinary conduct of their business and operations. Schedule 3.08(c) sets forth a true, are not reasonably likely to have a Material Adverse Effectcomplete, accurate and (v) the Borrower is aware correct list of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectall such bonds.

Litigation; Compliance with Laws. (a) There is are no actionactions, suit, proceedings or proceeding, investigations filed or any governmental investigation or any arbitration, in each case pending or, (to the knowledge of the any Borrower, ) threatened against the or affecting any Borrower or any of the Subsidiaries or any material property of any thereof before Subsidiary in any court or arbitrator before any Governmental Authority or arbitration board or tribunal which question the validity or legality of this Agreement, the Transactions or any governmental action taken or administrative bodyto be taken pursuant to this Agreement and no order or judgment has been issued or entered restraining or enjoining any Borrower or any Subsidiary from the execution, agency, delivery or official which (i) challenges the validity performance of this Agreement nor is there any other action, proceeding or investigation filed or (to the knowledge of any Borrower or any other Loan Document, (iiSubsidiary) may threatened against any Borrower or any Subsidiary in any court or before any Governmental Authority or arbitration board or tribunal which would be reasonably be expected likely to have result in a material adverse effect on Material Adverse Effect or materially restrict the ability of any Borrower to comply with its obligations under the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse EffectDocuments. (b) Neither the any Borrower nor any of the Subsidiaries Subsidiary is in violation of any law, rulerule or regulation (including any law, rule or regulationregulation relating to the protection of the environment or to employee health or safety), or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would be reasonably be expected likely to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsmatters that, individually or in the aggregate, are could not reasonably likely be expected to have result in a Material Adverse Effect, and (v) none of the Borrower Company or any Subsidiary has received notice of any claim with respect to or is otherwise aware of no events, conditions any environmental liability to which it is or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectbecome subject. The Company believes that the accounting reserves maintained by it for possible asbestos-related liabilities and reflected in the financial statements referred to in Section 3.05 are adequate in all material respects based on facts and circumstances known to it on the date hereof.

Litigation; Compliance with Laws. (ai) There Except as set forth in the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Filed SEC Reports or in the Spinco Financial Statements, there is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case Action pending or, to the knowledge Knowledge of the BorrowerSpinco, threatened against the Borrower ▇▇▇▇▇▇▇-▇▇▇▇▇▇ or any Subsidiary of the Subsidiaries ▇▇▇▇▇▇▇-▇▇▇▇▇▇ or any material property or asset of any thereof before any court or arbitrator ▇▇▇▇▇▇▇-▇▇▇▇▇▇ or any governmental Subsidiary of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ which, individually or administrative bodyin the aggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower Effect on Spinco, nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to there any judgment, writdecree, injunction injunction, rule or decree order of any Governmental Authority, where such violation Entity or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower arbitrator outstanding against ▇▇▇▇▇▇▇-▇▇▇▇▇▇ or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationswhich, individually or in the aggregate, are not would reasonably likely be expected to have a Material Adverse EffectEffect on Spinco. (ii) Except as, and (v) individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is would not reasonably likely be expected to have a Material Adverse EffectEffect on Spinco, Spinco and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the Spinco Business (the “Spinco Permits”), and no suspension or cancellation of any of the Spinco Permits is pending or, to the Knowledge of Spinco, threatened, except for suspensions or cancellations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. Spinco and its Subsidiaries are in compliance with the terms of the Spinco Permits, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco. None of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ or any of its Subsidiaries is in violation of, and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ and its Subsidiaries have not received since October 1, 2003 any written notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Spinco.

Litigation; Compliance with Laws. (ai) There is no legal, administrative, arbitral or other suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge Knowledge of the BorrowerAnthem, threatened threatened, against the Borrower or affecting Anthem or any Subsidiary of the Subsidiaries Anthem that has had or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Anthem, nor is there any judgment, decree, injunction, rule, regulatory restriction or order of any Governmental Entity or arbitrator outstanding against ▇▇▇▇▇▇, ▇▇▇ assets of Anthem or any Subsidiary of Anthem that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. (ii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem or to materially impair the ability of Anthem to consummate the transactions contemplated by this Agreement, Anthem and its Subsidiaries hold all permits, licenses, variances, exemptions, orders, authorizations, waivers, franchises, certificates and other approvals of all Governmental Entities necessary for the operation of the businesses of Anthem and its Subsidiaries, taken as a whole (the “Anthem Permits”). Anthem and its Subsidiaries are in compliance with the terms of the Anthem Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. The businesses of Anthem and its Subsidiaries are not being conducted in violation of, and Anthem has not received any written notices of violations with respect to, any law, ordinance or regulation of any Governmental Entity, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. (iii) Anthem and its Subsidiaries are, and Anthem and its Subsidiaries’ businesses are being conducted, in compliance with HIPAA, any implementing regulations and any state medical information laws applicable to the business of Anthem or its Subsidiaries, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. (iv) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem, Anthem and each of its Subsidiaries, and, to the Knowledge of Anthem, all of their respective directors, officers, agents and employees, are in compliance with, and Anthem and each of its Subsidiaries have compliance programs including policies and procedures reasonably designed to cause Anthem and its Subsidiaries and their respective directors, officers, agents and employees to be in compliance with, to the extent applicable, all Healthcare Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem, no third-party payment program has imposed a fine, penalty or other sanction on Anthem or any of its Subsidiaries and none of Anthem or any of its Subsidiaries has been excluded or suspended from participation in any such program. (v) Except as would not reasonably be expected to have, individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Anthem, none of Anthem, any of its Subsidiaries, or, to the Knowledge of Anthem, any director or executive officer of Anthem or any of its Subsidiaries, with respect to actions taken on behalf of Anthem or of its Subsidiaries, (A) has been assessed a civil monetary penalty under Section 1128A of the Social Security Act or any regulations promulgated thereunder, (B) has been excluded from participation in any federal health care program or state health care program (as such terms are defined by the Social Security Act), (C) has been convicted of any criminal offense relating to the delivery of any item or service under a federal health care program or (D) is a party to or subject to any action or proceeding concerning any of the matters described above in clauses (A) and (C). (vi) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem, each of Anthem’s insurance and health maintenance Subsidiaries meets the requirements for participation in, and receipt of payment from, the Medicaid, Medicare Advantage and other state and federal health care programs in which it participates and is a party to one or more valid agreements with the applicable state agencies and the Centers for Medicare and Medicaid Services, as applicable, authorizing its participation. (vii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem, Anthem and each Anthem Subsidiary (i) is in compliance and since January 1, 2013 has been in compliance with the United States Foreign Corrupt Practices Act of 1977 (the “Foreign Corrupt Practices Act”) and any other United States and foreign laws concerning corrupting payments and (ii) since January 1, 2013, have not been, to the Knowledge of Anthem, investigated by any Governmental Entity with respect to, or been given written notice by a Governmental Entity of, any violation by Anthem or such Anthem Subsidiary of the Foreign Corrupt Practices Act or any other United States or foreign laws concerning corrupting payments.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.09, there are no actionactions, suit, suits or proceeding, proceedings at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Parent or any Borrower, threatened against the Borrower or affecting Parent or any of the Subsidiaries Subsidiary or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Credit Transactions or any other Loan Document, (ii) may that, if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have result in a Material Adverse Effect. (b) Neither Since the Borrower nor date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Parent or any Subsidiary or any of the Subsidiaries their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rulerule or regulation (including any zoning, building, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters. Without limiting the foregoing, (i) the Borrower and each none of its Subsidiaries have complied with all Environmental LawsParent or any Subsidiary, except nor, to the extent that failure to so comply is not knowledge of Parent or any Borrower, any individual employed by any of the foregoing, could reasonably likely be expected to have a Material Adverse Effectcriminal culpability or to be excluded from participation in any Medical Reimbursement Program for corporate or individual act or omission to act, (ii) neither no officer continues to be employed by Parent or any Subsidiary who could reasonably be expected to have individual culpability for matters under investigation by the Borrower OIG or any other Governmental Authority unless such officer has been, within a reasonable period of time after discovery of such actual or potential culpability, either suspended or removed from positions of responsibility related to those activities under challenge by the OIG or such other Governmental Authority, and (iii) current billing policies, arrangements, protocols and instructions of each of Parent and the Subsidiaries comply in all material respects with requirements of Medical Reimbursement Programs and are administered by properly trained personnel. To the knowledge of Parent or any Borrower, none of Parent or any Subsidiary, nor any of its Subsidiaries has failed to obtaintheir respective officers, maintain directors or comply with employees, have engaged in any permit, license activities that constitute prohibited acts of fraud under Medicare Regulations or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, Medicaid Regulations. (iiid) neither the Borrower nor any All material certificates of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries occupancy and material permits are used to manage any Specified Substance in violation of any law, except effect for each Mortgaged Property as currently constructed to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effectrequired by applicable law, and (v) true and complete copies of such certificates of occupancy have been delivered to the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely Collateral Agent as mortgagee with respect to have a Material Adverse Effecteach Mortgaged Property.

Litigation; Compliance with Laws. (a) There is As of the Amendment Effective Date except as set forth on Schedule 3.09, there are no actionactions, suit, suits or proceeding, proceedings at law or any governmental investigation or any arbitration, in each case pending equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against the or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of the Subsidiaries its subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Transactions or any other Loan Document, (ii) may as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a material adverse effect Material Adverse Effect or materially adversely affect the Transactions. On the date of any Borrowing (other than any Borrowing of Tranche C-4 Delayed Draw Term Loans) after the Amendment Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the ability knowledge of the Loan Parties any Borrower, threatened in writing against or Pledgors affecting Holdings (prior to perform a Qualified IPO) or any Borrower or any of their respective obligations under this Agreement its subsidiaries or any other Loan Document business, property or on the rights of or benefits available any such person as to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matterswhich an adverse determination is reasonably probable and which, may if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Neither None of Holdings (prior to a Qualified IPO), the Borrower nor any of U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rulerule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.09 to the November 2006 Credit Agreement, there are no actionactions, suit, suits or proceeding, proceedings at law or any governmental investigation or any arbitration, in each case pending equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against the or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of the Subsidiaries its subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Transactions or any other Loan Document, (ii) may as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a material adverse effect Material Adverse Effect or materially adversely affect the Transactions. On the Amendment Effective Date and on the ability date of any Borrowing after the Loan Parties November 2006 Amendment Effective Date, there are no actions, suits or Pledgors proceedings at law or in equity or, to perform the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of their respective obligations under this Agreement its subsidiaries or any other Loan Document business, property or on the rights of or benefits available any such person as to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matterswhich an adverse determination is reasonably probable and which, may if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Neither None of Holdings (prior to a Qualified IPO), the Borrower nor any of U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rulerule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against any of the Group Members, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the BorrowerParent, threatened against the Borrower or any other Loan Party or, to the knowledge of the Subsidiaries Parent or the Borrower, threatened in writing against or affecting, any of the Group Members or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties Group Members which, if adversely determined, individually or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on in the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersaggregate, may could reasonably be expected to have a Material Adverse Effect. (b) Neither The operations of the Parent, the Borrower and their Subsidiaries and, to the knowledge of the Parent and the Borrower, their respective directors and officers are and have been conducted at all times in compliance in all respects with the Bank Secrecy Act, as amended by the USA PATRIOT Act, and the applicable anti-money laundering statutes of jurisdictions where the Parent, the Borrower, their Subsidiaries or, to the knowledge of the Parent and the Borrower, any of their respective directors or officers conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Parent, the Borrower, any Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Parent and the Borrower, as applicable, threatened. (i) No Loan Party nor any of their respective Subsidiaries, nor, to the Subsidiaries is knowledge of the Parent and the Borrower, any of their respective employees, directors or officers has taken or will take any action, and no part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts of anything else of value, directly or indirectly, to any Person (including, without limitations, any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office)) knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action or secure an improper advantage, in each case, in violation in any respect of any lawapplicable “Anti-Corruption Law,” including, rulewithout limitation, or regulationthe United States Foreign Corrupt Practices Act of 1977, or the UK Bribery Act 2010 and other similar applicable legislation in default other jurisdictions (collectively, the “Anti-Corruption Laws”); (ii) The Loan Parties have conducted their businesses in compliance in all material respects with respect applicable Anti-Corruption Laws and have instituted and maintained, and will continue to any judgmentmaintain, writ, injunction or decree of any Governmental Authority, where policies and procedures reasonably designed to promote and achieve compliance with such violation or default could reasonably be expected to result in a Material Adverse Effectlaws. (cd) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower No Loan Party nor any of its Subsidiaries has failed their respective Subsidiaries, nor, to obtainthe knowledge of the Parent and the Borrower, maintain any employee, director, officer, any agent, Affiliate or comply with any permitrepresentative of the Parent, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage other Subsidiary is a Person that is, or is owned or controlled by any Specified Substance in violation Person that is (A) the subject or target of any lawsanctions administered or enforced by the United States Government (including the U.S. Department of Treasury’s Office of Foreign Assets Control), except to the extent that such violationsUnited Nations Security Council, individually the European Union, or His Majesty’s Treasury (collectively, “Sanctions”) or (B) operating from, organized or resident in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions country or circumstances involving any Release of a Specified Substance territory that is reasonably likely to have a Material Adverse Effectthe subject of comprehensive Sanctions (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).

Litigation; Compliance with Laws. (a) There is are no actioncivil, suitcriminal, or proceedingadministrative actions, suits, demands, arbitrations, litigations, mediations, claims, hearings, examinations, inquiries, notices of violation, investigations, proceedings, demand letters, settlements, or any governmental investigation or any arbitrationenforcement actions, in each case pending or, to the knowledge Knowledge of the Borrower, threatened in writing by or against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyits Subsidiaries, agency, or official which except for those (i) challenges the validity as of this Agreement or any other Loan DocumentMarch 20, 2025, listed on Schedule 3.7 attached hereto and (ii) may that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Material Adverse Effect. Neither the ability of the Loan Parties or Pledgors to perform Borrower nor any of its Subsidiaries or their respective obligations under this Agreement directors, officers or any other Loan Document employees, in their capacities as such is a party to or on the rights of or benefits available subject to the Lenders under this Agreement provisions of any Order that would, individually or any other Loan Document or (iii) except with respect to Disclosed Mattersin the aggregate, may reasonably be expected to have a Material Adverse Effect. (b) Neither The businesses of each of the Borrower nor any of the and its Subsidiaries is since December 31, 2022 have not been, and are not being, conducted in violation of any lawapplicable Law, ruleexcept for such violations that would not, or regulation, individually or in default with respect to any judgmentthe aggregate, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in have a Material Adverse Effect. (c) Except . To the Knowledge of the Borrower, no investigation or review by any Governmental Authority with respect to Disclosed Matters, (i) the Borrower and each or any of its Subsidiaries have complied with all Environmental Lawsis pending or, as of the date of this Agreement, threatened in writing, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the extent that failure to so comply is not aggregate, reasonably likely be expected to have a Material Adverse Effect, (ii) neither the Borrower nor any of and its Subsidiaries has failed to obtain, maintain or comply with any possess each permit, license license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and Order issued or other approval under any Environmental Lawgranted by a Governmental Authority necessary to conduct their respective businesses as currently conducted. Notwithstanding the foregoing, except where such failure is this Section 3.7 shall not reasonably likely apply with respect to have a Material Adverse Effectcompliance with Tax Laws, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectwhich shall be covered exclusively by Section 3.12.

Litigation; Compliance with Laws. (a1) There is are no actionactions, suitsuits or proceedings, or, to the knowledge of the Borrower, investigations at law or proceedingin equity or by or on behalf of any Governmental Authority or in arbitration now pending, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Subsidiaries Restricted Subsidiary or any material business, property or rights (including any studies, tests or preclinical or clinical trials) of any thereof before such Person (excluding any court actions, suits or arbitrator proceedings arising under or relating to any governmental or administrative bodyEnvironmental Laws, agencywhich are subject to Section 3.13, or official but including in respect of any Health Care Law), in each case, which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a material adverse effect on have, individually or in the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersaggregate, may reasonably be expected to have a Material Adverse Effect. (b2) Neither To the Borrower nor any knowledge of the Subsidiaries Borrower, none of the Borrower, any Restricted Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rulerule or regulation (including any zoning, building, ordinance, code or approval, or regulationany building permit, but excluding any Environmental Laws, which are subject to Section 3.13) or any restriction of record or agreement affecting any property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (c3) Except with respect to Disclosed Matters, (i) Each of the Borrower and each of its Restricted Subsidiaries have complied with have, and they and their products are in conformance with, all Environmental Lawsauthorizations, approvals, licenses, permits, certificates, or exemptions required by the FDA or other Governmental Authority under the Health Care Laws (the “Healthcare Permits”) to conduct their businesses as currently conducted or as reasonably anticipated, except to the extent that where a failure to so comply is have or conform with such Healthcare Permits would not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect. Neither the Borrower nor its Restricted Subsidiaries have received any written notice from the FDA or any other Governmental Authority that it is considering materially limiting, suspending, or revoking any Healthcare Permit (nor, to the knowledge of the Borrower, are any such actions threatened). The Borrower and its Restricted Subsidiaries have made all material notifications, modifications, submissions, and reports required to be made to the FDA or any other Governmental Authority under the Healthcare Permits and Health Care Laws, and to the knowledge of the Borrower, all such notifications, modifications, submissions, or reports were true, complete, and correct in all material respects. (4) In the past two years: (i) all products manufactured, tested, investigated, marketed, sold or distributed by or on behalf of the Borrower and its Restricted Subsidiaries have been and are in compliance in all material respects with all applicable Health Care Laws and any other applicable Laws; (ii) neither the Borrower nor its Restricted Subsidiaries have received any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license written warning letter or other approval written notice regarding a material violation of any Health Care Laws, nor are they subject to any continuing material obligation arising under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, warning letter or other notice of material violation of any Health Care Laws; and (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is as would not reasonably likely be expected to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) no product manufactured, marketed, sold or distributed by or on behalf of the Borrower is aware and its Restricted Subsidiaries has been seized, withdrawn, recalled, subject to a detention order, safety alert or suspension by the FDA or other Governmental Authority and, to the knowledge of the Borrower, there are no events, conditions facts or circumstances involving any Release of a Specified Substance that is (including pending or threatened proceedings) reasonably likely to cause any of the foregoing. (5) Neither the Borrower nor its Restricted Subsidiaries nor, to the knowledge of the Borrower, any of their respective officers, directors, employees, agents or contractors have a Material Adverse Effectbeen excluded or debarred from any federal healthcare program (including without limitation Medicare or Medicaid).

Litigation; Compliance with Laws. (a) There is are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the BorrowerParent or the Obligor, threatened in writing against the Borrower or affecting, any of the Subsidiaries Group Members or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties Group Members which, individually or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on in the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersaggregate, may could reasonably be expected to have a Material Adverse Effect. (b) Neither The operations of the Borrower Parent, the Obligor and the other Subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by the U.S. A. Patriot Act, and the applicable anti-money laundering statutes of jurisdictions where the Parent, the Obligor and each other Subsidiary conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Parent, the Obligor or any other Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Parent or the Obligor, threatened. The Loan Parties shall, promptly following a request by the Administrative Agent or any Bondholder, provide all such other documentation and information that the Administrative Agent or such Bondholder requests in order to comply with its ongoing obligations under applicable Anti-Money Laundering Laws. (c) None of the Parent, the Obligor or any other Subsidiary, or any director or officer, or, to the knowledge of the Parent or the Obligor, any employee, agent or representative of Parent, the Obligor or any other Subsidiary, has taken or will take any action by or on behalf of the Parent, the BorrowerObligor or any Subsidiary in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts of anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage for the Parent, the BorrowerObligor or any other Subsidiary; and each of the Parent, the Obligor and the other Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. (d) None of the Parent, the Obligor or any other Subsidiary or any director or officer thereof, or, to the knowledge of the Parent or the Obligor, any employee, agent, affiliate or representative of the Parent, the Obligor or any other Subsidiary, is a Person that is, or is owned or controlled by any Person that is: (i) the subject or target of any sanctions administered or enforced by the United States Government (including the U.S. Department of Treasury’s Office of Foreign Assets Control) (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria). (e) As of the Closing Date, there are no material judgments against any Group Member or any property of such Group Member. (f) None of the Group Members nor any of the Subsidiaries is Group Members’ properties or assets are in violation of any lawcurrently applicable Legal Requirements (including any zoning, rulebuilding, or regulationEnvironmental Law, ordinance, code or approval or any building permit), or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (ai) There As of the date hereof, there is no suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge Knowledge of the BorrowerPurchaser, threatened in writing, against the Borrower or affecting Purchaser or any Subsidiary of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agencyPurchaser having, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Purchaser, and (v) nor is there any rule or Order of any Governmental Entity outstanding against Purchaser or any Subsidiary of Purchaser having, or which would reasonably be expected to have, individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Purchaser. (ii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser, each of Purchaser’s insurance and health maintenance organization Subsidiaries (A) meets the requirements for participation in, and receipt of payment from, the Medicare, Medicaid and other state and federal health care programs in which each of such Subsidiaries currently participates and (B) is a party to one or more valid agreements with CMS authorizing its participation as a Medicare Advantage Program contractor or Medicare Prescription Drug Plan Sponsor, or with analogous state entities authorizing its participation as a Medicaid managed care contractor. (iii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser, since December 31, 2011, neither Purchaser, any of its Subsidiaries or employees, nor any of Purchaser’s respective officers or directors with direct or indirect ownership interests of five percent (5%) or more in Purchaser or its Subsidiaries, and to the Knowledge of Purchaser, none of its contractors or agents, has been or is currently suspended, excluded or debarred from contracting with the federal or any state government or from participating in any federal or state health care program, or is subject to an investigation or proceeding by any Governmental Entity that could result in such suspension, exclusion or debarment. (iv) To the Knowledge of Purchaser, there is no fact relating to its business, operations, financial condition or legal status that would or would reasonably be expected to: (A) prevent or prohibit the obtaining of, impose any material delay in the obtaining of, or increase the risk of not obtaining any Consent or Order of or Filing with any Governmental Entity necessary to consummate the Merger, the Financing and the other transactions contemplated hereby or the expiration or termination of any applicable waiting period or (B) prohibit or prevent or materially delay the consummation of the Merger, the Financing and the other transactions contemplated hereby.

Litigation; Compliance with Laws. (a) There is no action, suit, proceeding or proceeding, investigation by or before any governmental investigation or any arbitration, in each case Governmental Entity (i) pending against or, to the knowledge Knowledge of the BorrowerCompany, threatened against the Borrower Company or any Subsidiary of the Subsidiaries Company or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsproperties that, individually or in the aggregate, are not would reasonably likely be expected to have a Company Material Adverse Effect or (ii) as of the date of this Agreement, pending against or, to the Knowledge of the Company, threatened against the Company or any Subsidiary of the Company or any of their respective properties that would reasonably be expected to involve fines, penalties or damages in excess of $1,000,000. There is no judgment, decree, injunction, rule, writ or order of any Governmental Entity or arbitrator outstanding against the Company or any Subsidiary of the Company which, individually or in the aggregate, (x) would reasonably be expected to have a Company Material Adverse Effect or (y) would reasonably be expected to prevent or materially delay the performance of this Agreement by the Company or materially impair the ability of the Company to take any action necessary to consummate the Merger. (b) The businesses of the Company and its Subsidiaries are being conducted in compliance with Applicable Law, except for possible violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits (including certificates of occupancy), easements, variances, exceptions, consents, certificates, approvals and orders of, and has submitted notices to, any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted and in the manner described in the Company SEC Documents (vthe "Company Permits"), except where the failure to have any of the Company Permits, individually or in the aggregate, (x) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is would not reasonably likely be expected to have a Company Material Adverse EffectEffect or (y) would not reasonably be expected to prevent or materially delay the performance of this Agreement by the Company or materially impair the ability of the Company to take any action necessary to consummate the Merger. All such Company Permits are valid, and in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except for such failures to be valid or in full force and effect or for such suspensions or cancellations that, individually or in the aggregate, (x) would not reasonably be expected to have a Company Material Adverse Effect or (y) would not reasonably be expected to prevent or materially delay the performance of this Agreement by the Company or materially impair the ability of the Company to take any action necessary to consummate the Merger.

Litigation; Compliance with Laws. (ai) There is no suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge Knowledge of the BorrowerCompany, threatened in writing, against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower Company or any of its Subsidiaries are used which would reasonably be expected to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Company, and (v) nor is there any Order of any Governmental Entity outstanding against Company or any of its Subsidiaries which reasonably would be expected to have, individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Company. (ii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company, (A) Company and its Subsidiaries hold all permits, licenses, variances, exemptions, Orders and approvals of all Governmental Entities necessary for the operation of the businesses of Company and its Subsidiaries, taken as a whole, as currently conducted (the “Company Permits”) and (B) each of the Company Permits is valid, subsisting and in full force and effect. Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. The businesses of Company and its Subsidiaries are not being conducted in violation of, and Company has not received any written notices of violations with respect to, the Company Permits or any applicable Law of any Governmental Entity, except for actual or possible violations which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. Since December 31, 2010, Company and each of its Subsidiaries has timely filed all material regulatory reports, schedules, statements, documents, Filings, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that each was required to file with any Governmental Entity, including state health and insurance regulatory authorities and any applicable Federal regulatory authorities (“Company Regulatory Filings”), except where the failure to file such regulatory reports, schedules, statements, documents, Filings, forms, registrations and other documents on a timely basis would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company, all such Company Regulatory Filings complied with applicable Law. (iii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company, each of Company’s insurance and health maintenance organization Subsidiaries (A) meets the requirements for participation in, and receipt of payment from, the Medicare, Medicaid and other state and federal health care programs in which each of such Subsidiaries currently participates and (B) is a party to one or more valid agreements with CMS authorizing its participation as a Medicare Advantage Program contractor or Medicare Prescription Drug Plan Sponsor, or with analogous state entities authorizing its participation as a Medicaid managed care contractor. (iv) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company, since January 1, 2010, neither Company, any of its Subsidiaries or employees, nor any of Company’s respective officers or directors with direct or indirect ownership interests of five percent (5%) or more in Company or its Subsidiaries, and to the Knowledge of Company, none of its contractors or agents, has been or is currently suspended, excluded or debarred from contracting with the federal or any state government or from participating in any federal or state health care program, or is subject to an investigation or proceeding by any Governmental Entity that could result in such suspension, exclusion or debarment.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.09, there are no actionactions, suitsuits, proceedings or proceeding, investigations at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries Subsidiary or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges the validity of this Agreement or that involve any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iiiii) except with respect as to Disclosed Matterswhich there is a reasonable possibility of an adverse determination and that, may if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect. (b) Neither Since the Amendment No. 1 Effective Date, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) The Borrower and each of the Domestic Subsidiaries and Material Foreign Subsidiaries is in compliance with all laws, regulations, consent decrees and orders of any Governmental Authority applicable to it (including, without limitation, the Patriot Act, ERISA, employee health and safety, margin regulations, Environmental Laws and Health Care Laws) or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (d) None of the Borrower nor or any of the Domestic Subsidiaries or Material Foreign Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (ce) Except Certificates of occupancy and permits (in each case, to the extent required by applicable law) are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectMortgaged Property.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i1) challenges the validity of this Agreement or any other Loan Document, (ii2) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii3) except with respect to Disclosed Mattersas disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected anticipated to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 5.2 and which have been delivered or otherwise made available to the Administrative Agent on or prior to the date hereof, (i1) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii2) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii3) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv4) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v5) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is Except as disclosed in the Company Reports filed prior to the date of this Agreement, there are no actionsuits, suit, actions or proceeding, or any governmental investigation or any arbitration, in each case proceedings (collectively "Actions") pending or, to the knowledge of the BorrowerCompany, threatened threatened, against or ------- affecting the Borrower Company or any Subsidiary of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyCompany which, agencyin the aggregate, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse EffectEffect on the Company, nor are there any judgments, decrees, injunctions, rules or orders of any Governmental Entity or arbitrator outstanding against the Company or any Subsidiary of the Company which, in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. (b) Neither Except as disclosed in the Borrower nor any Company Reports filed prior to the date of this Agreement and except as, in the Subsidiaries is in violation of any lawaggregate, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would not reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse EffectEffect on the Company, (ii) neither the Borrower nor any of Company and its Subsidiaries has failed to obtainhold all permits, maintain or comply licenses, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the "Company Permits"). The Company and its Subsidiaries are in compliance with any permit, license or other approval under any Environmental Lawthe --------------- terms of the Company Permits, except where such failure is the failures to so comply, in the aggregate, would not reasonably likely be expected to have a Material Adverse EffectEffect on the Company. Except as disclosed in the Company Reports filed prior to the date of this Agreement, (iii) neither the Borrower Company nor any of its Subsidiaries has is in violation of, and the Company and its Subsidiaries have not received notice any notices of violations with respect to, any laws, ordinances or regulations of any failure to comply with any Environmental Law or become subject to any liability under any Environmental LawGovernmental Entity, except where such failure or liability is for violations which, in the aggregate, would not reasonably likely be expected to have a Material Adverse Effect, (iv) no facilities of Effect on the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectCompany.

Litigation; Compliance with Laws. (ai) There Other than insurance claims litigation in the ordinary course of business consistent with past practice that is reserved against or otherwise disclosed in the financial statements included or incorporated by reference in the Company SEC Reports and is not material to the Company individually or in the aggregate, there are no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case Actions pending or, to the knowledge of the BorrowerCompany, threatened threatened, against or affecting the Borrower Company or any Subsidiary of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyCompany which, agencyin the aggregate, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse EffectEffect on the Company, nor are there any judgments, decrees, injunctions, rulings or orders of any Governmental Entity or arbitrator outstanding against the Company or any Subsidiary of the Company which, in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. (bii) Except as would, in the aggregate, not reasonably be expected to have a Material Adverse Effect on the Company, the Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals (including all insurance permits and licenses) of all Governmental Entities which are necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the "Company Permits"). The Company and its Subsidiaries are in compliance with the terms of the Company Permits and none of the Company Permits are suspended or, to the knowledge of Company, threatened to be suspended, except where the failures to so comply or such suspensions or threats of suspension, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Borrower Company nor any of the its Subsidiaries is in violation of, and the Company and its Subsidiaries have not received any notices of any law, rule, or regulation, or in default violation with respect to to, any judgmentlaws, writ, injunction ordinances or decree regulations of any Governmental AuthorityEntity (including insurance laws and regulations), where such violation except for violations which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (iii) The Company and its Subsidiaries are in compliance, and since January 1, 2001 complied in all material respects, with each Law that is or default was applicable to it or to the conduct or operation of the business of the Company and its Subsidiaries or the ownership or use of any of their assets. Neither the Company nor any of its Subsidiaries have caused or taken any action that could reasonably be expected to result in any material liability relating to any Law. Neither the Company nor its Subsidiaries have been subject to any disqualification that would be a Material Adverse Effectbasis for denial, suspension, nonrenewal or revocation of any material Governmental Authorization required of an insurance company and there is no basis for, or proceeding or investigation that is reasonably likely to become a basis for, any disqualification, denial, suspension, nonrenewal, revocation, cancellation or modification of any such Governmental Authorization. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities Schedule 3.2(h)(iv) of the Borrower Company Disclosure Letter sets forth all jurisdictions where the Company or any of its Subsidiaries writes or is authorized to conduct the business of insurance. The Company and its Subsidiaries meet all statutory or regulatory requirements and have obtained all Governmental Authorizations required to be an authorized insurer in all jurisdictions set forth or required to be set forth in Schedule 3.2(h)(iv) of the Company Disclosure Letter. The Company and its Subsidiaries hold all Governmental Authorizations necessary to conduct the business of insurance as currently conducted by them. Such Governmental Authorizations are, and upon consummation of the Merger will continue to be, in full force and effect, and the Company and its Subsidiaries are used in compliance with the terms and conditions thereof. Each filing or other Governmental Authorization effected by any of the Company or its Subsidiaries in connection with the insurance, reinsurance or other business of the Company was true, correct and complete in all material respects at the time such filing or Governmental Authorization was effected. Without limiting the generality of the foregoing, the Subsidiaries of the Company are, where required (A) duly licensed or authorized as insurance companies and reinsurers under the applicable Laws and (B) duly authorized under the applicable Law to manage any Specified Substance conduct each line of business conducted by the Subsidiaries or reported as being written in violation the Company SEC Reports. To the knowledge of the Company and its Subsidiaries, no proceeding or customer complaint has been filed with the insurance regulatory authorities which could reasonably be expected to lead to the denial, suspension, nonrenewal, revocation, material limitation or material restriction of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and Governmental Authorization. (v) No claims and assessments against the Borrower Company or its Subsidiaries by any insurance guaranty association or other similar association or body (in connection with a fund relating to insolvent insurers) is aware pending, the Company and its Subsidiaries have not received notice of any such claim or assessment, and, to the knowledge of Company, there is no events, conditions basis for the assertion of any such claim or circumstances involving assessment against the Company or its Subsidiaries by any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectinsurance guaranty association.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i1) challenges the validity of this Agreement or any other Loan Document, (ii2) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii3) except with respect to Disclosed Mattersas disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected anticipated to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 5.2 and which have been delivered or otherwise made available to the Administrative Agent on or prior to the date hereof, (i1) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii2) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii3) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv4) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v5) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is As of the Closing Date, except as set forth on Schedule 3.09, there are no actionactions, suit, suits or proceeding, proceedings at law or any governmental investigation or any arbitration, in each case pending equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against the or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of the its Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Transactions or any other Loan Document, (ii) may as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a material adverse effect Material Adverse Effect or materially adversely affect the Transactions. There are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the ability knowledge of the Loan Parties any Borrower, threatened in writing against or Pledgors affecting Holdings (prior to perform a Qualified IPO) or any Borrower or any of their respective obligations under this Agreement its subsidiaries or any other Loan Document business, property or on the rights of or benefits available any such person as to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matterswhich an adverse determination is reasonably probable and which, may if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Neither None of Holdings (prior to a Qualified IPO), the Borrower nor any of U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rulerule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are covered by Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. There are no actions, suits, investigations or proceedings (aincluding any proceedings in arbitration) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge Knowledge of the BorrowerCompany, threatened against the Borrower Company or any of its Subsidiaries, at law or in equity, in any Court or before or by any Governmental Authority, except actions, suits or proceedings that (a) are set forth in Section 5.13 of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agencyCompany's Disclosure Letter, or official which (ib) challenges the validity of this Agreement or any other Loan Documentindividually or, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersmultiple actions, may suits or proceedings that allege similar theories of recovery based on similar facts, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Neither Effect on the Borrower nor any Company. Except as set forth in Section 5.13 of the Company's Disclosure Letter, the Company and its Subsidiaries is are in violation compliance with all applicable Laws and Regulations (including the Truth-In-Negotiations-Act, the Procurement Integrity Act, the Foreign Corrupt Practices Act, the Cost Accounting Standards, the Regulations of applicable Governmental Entities governing foreign military sales, export controls, illegal boycotts, national security and any lawother Laws or Orders incorporated expressly, ruleby reference or by operation of Law into, or regulationotherwise applicable to, any contract or other agreement made with the United States of America (a "Government Contract")) and are not in default with respect to any judgmentOrder applicable to the Company or any of its Subsidiaries, writexcept such events of noncompliance or defaults that, injunction individually or decree of any Governmental Authorityin AGREEMENT AND PLAN OF MERGER the aggregate, where such violation or default have not and could not reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse EffectEffect on the Company. Since January 1, (ii) 1993, to the date hereof, neither the Borrower Company nor any Subsidiary of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries Company has received any written notice of any failure to comply with administrative or civil or criminal investigation or audit (other than Tax audits) by any Environmental Law Governmental Authority (including any qui tam action brought under the Civil False Claims Act alleging any irregularity, misstatement or become subject omission arising under or relating to any liability under any Environmental Law, except where such failure or liability is not reasonably likely Government Contract) relating to have a Material Adverse Effect, (iv) no facilities of the Borrower Company or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsthat, individually or in the aggregate, are not reasonably likely to would have a Material Adverse EffectEffect on the Company. Notwithstanding the foregoing, and (v) except as set forth in Section 5.13 of the Borrower Company's Disclosure Letter, since January 1, 1993, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company nor any officer or director of the Company or any Subsidiary of the Company is aware or has been the subject of no events, conditions or circumstances involving any Release criminal investigation in respect of a Specified Substance that is reasonably likely to have a Material Adverse Effectany Government Contract.

Litigation; Compliance with Laws. (ai) There Except as set forth in the Alpha Filed SEC Reports, there is no suit, action, suit, proceeding or proceeding, or any governmental regulatory investigation or any arbitration, in each case pending or, to the knowledge Knowledge of the BorrowerAlpha, threatened threatened, against the Borrower or affecting Alpha or any Subsidiary of the Subsidiaries Alpha or any material property or asset of any thereof before any court or arbitrator Alpha or any governmental Subsidiary of Alpha which, individually or administrative bodyin the aggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower Effect on Alpha and its Subsidiaries, nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to there any judgment, writdecree, injunction injunction, rule or decree order of any Governmental Authority, where such violation Entity or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower arbitrator outstanding against Alpha or any Subsidiary of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsAlpha which, individually or in the aggregate, are not would reasonably likely be expected to have a Material Adverse EffectEffect on Alpha and its Subsidiaries. (ii) Except as, and (v) individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is would not reasonably likely be expected to have a Material Adverse EffectEffect on Alpha and its Subsidiaries, Alpha and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the businesses of Alpha and its Subsidiaries, taken as a whole (the "Alpha Permits"), and no suspension or cancellation of any of the Alpha Permits is pending or, to the Knowledge of Alpha, threatened, except for suspensions or cancellations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Alpha and its Subsidiaries. Alpha and its Subsidiaries are in compliance with the terms of the Alpha Permits, except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Alpha and its Subsidiaries. None of Alpha or any of its Subsidiaries is in violation of, and Alpha and its Subsidiaries have not received any notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Alpha and its Subsidiaries.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.08(a) or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (x) there are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against or affecting, the Borrower or any of the other Restricted Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges as of the validity of this Agreement Third Amendment Effective Date, that involve any Loan Document or any other Loan Document, the Transactions or (ii) may which would reasonably be expected expected, individually or in the aggregate, to have a material adverse effect on materially adversely affect the ability Transactions; (y) none of the Borrower or any Restricted Subsidiary has been notified in writing, or, to the knowledge of the Borrower and the Restricted Subsidiaries, otherwise notified, by the Federal Office of Surface Mining or the agency of any state administering the Surface Mining Control and Reclamation Act of 1977, as amended, or any comparable state statute that it is: (i) ineligible to receive additional surface mining permits; or (ii) under investigation to determine whether their eligibility to receive any Mining Permit should be revoked, i.e., “permit blocked”; and (z) to the knowledge of the Borrower, no facts exist that presently or upon the giving of notice or the lapse of time or otherwise would render any of the Borrower or any Restricted Subsidiary ineligible to receive surface mining permits. Neither the Borrower nor, to the knowledge of any of the Loan Parties or Pledgors to perform Parties, any of their respective obligations under this Agreement its Affiliates is in violation of any laws relating to terrorism or any other Loan Document or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the rights Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of or benefits available to 2001, Public Law 107-56 (signed into law on October 26, 2001) (the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect“U.S. Patriot Act”). (b) Neither the Borrower nor any Except as set forth in Schedule 3.08(b), none of the Borrower, the Restricted Subsidiaries is or their respective assets is, as of the Third Amendment Effective Date, in violation of (nor will the continued operation of their material assets as currently conducted violate) any currently applicable law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval, Mining Law, Mining Permit, Mining Lease or any building permit) or any restriction of record or agreement affecting any Mortgaged Property, or regulation, or is in default with respect to any order, judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is As of the Third Restatement Effective Date except as set forth on Schedule 3.09, there are no actionactions, suitsuits or proceedings at law or in equity or, to the knowledge of the Borrower, investigations by or proceedingon behalf of any Governmental Authority or in arbitration now pending, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the its Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Transactions or any other Loan Document, (ii) may as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a material adverse effect on Material Adverse Effect or materially adversely affect the ability Transactions. On the date of any Borrowing after the Third Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of the Loan Parties Borrower, investigations by or Pledgors on behalf of any Governmental Authority or in arbitration now pending, or, to perform the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of their respective obligations under this Agreement its Subsidiaries or any other Loan Document business, property or on the rights of or benefits available any such person as to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matterswhich an adverse determination is reasonably probable and which, may if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the Borrower nor any Except as set forth on Schedule 3.09, none of the Borrower, its Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit) or any restriction of record or agreement affecting any Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (ai) There Except as set forth in the Regis Filed SEC Reports or in the Regis Financial Statements, there is no suit, action, suitarbitration, or proceeding, claim, charge, regulatory or any governmental accrediting agency investigation or any arbitration, in each case other proceeding (an “Action”) pending or, to the knowledge Knowledge of the BorrowerRegis, threatened against the Borrower Regis or any Subsidiary of the Subsidiaries Regis or any material property or asset of any thereof before any court or arbitrator Regis or any governmental Subsidiary of Regis which, individually or administrative bodyin the aggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower Effect on Regis, nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to there any judgment, writdecree, injunction injunction, rule or decree order of any Governmental Authority, where such violation Entity or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower arbitrator outstanding against Regis or any Subsidiary of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsRegis which, individually or in the aggregate, are not would reasonably likely be expected to have a Material Adverse EffectEffect on Regis. (ii) Except as, and (v) individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is would not reasonably likely be expected to have a Material Adverse EffectEffect on Regis, Regis and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the businesses of Regis and its Subsidiaries, taken as a whole (the “Regis Permits”), and no suspension or cancellation of any of the Regis Permits is pending or, to the Knowledge of Regis, threatened, except for suspensions or cancellations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Regis. Regis and its Subsidiaries are in compliance with the terms of the Regis Permits, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Regis. None of Regis or any of its Subsidiaries is in violation of, and Regis and its Subsidiaries have not received since July 1, 2003 any written notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Regis.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.08(a), there are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against or affecting, the Borrower or any of the its Relevant Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such Person (i) challenges as of the validity of this Agreement Closing Date, that involve any Loan Document or any other Loan Document, the Transactions or (ii) may reasonably be expected to have a material adverse effect on which individually or in the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may aggregate could reasonably be expected to have a Material Adverse EffectEffect or which could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. (b) Neither The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower nor and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries or, to the Subsidiaries knowledge of the Borrower, any director or officer of the Borrower or any of its Subsidiaries, is the target of any Sanctions. To the knowledge of the Borrower, the proceeds of the Loans and Revolving Letters of Credit will not be used for the purpose of violating Anti-Corruption Laws or applicable Sanctions. (i) None of the Borrower, any Relevant Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule, rule or regulation, regulation or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result have, individually or in a Material Adverse Effect. (c) Except with respect to Disclosed Mattersthe aggregate, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities each of the Borrower and each Relevant Subsidiary holds all permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable law, rule or any regulation for the operation of its Subsidiaries are used to manage any Specified Substance in violation of any lawbusiness as presently conducted, except to the extent that such violationsas could not, individually or in the aggregate, are not reasonably likely be expected to have a Material Adverse Effect, and (viii) neither the Borrower is aware of no eventsnor any Relevant Subsidiary is, conditions or circumstances involving after giving effect to any Release of a Specified Substance that is reasonably likely Borrowing will be, subject to have a Material Adverse Effectregulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (ai) There is Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, there are no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case Actions pending or, to the knowledge of the BorrowerCompany, threatened threatened, against or affecting the Borrower Company or any Subsidiary of the Subsidiaries Company which, individually or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyin the aggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither Effect on the Borrower Company, nor are there any of the Subsidiaries is in violation of any lawjudgments, ruledecrees, injunctions, rules or regulation, or in default with respect to any judgment, writ, injunction or decree orders of any Governmental Authority, where such violation Entity or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) arbitrator outstanding against the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor Company or any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities Subsidiary of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsCompany which, individually or in the aggregate, are not would reasonably likely be expected to have a Material Adverse EffectEffect on the Company. (ii) Except as disclosed in the Company SEC Reports filed prior to the date of the Agreement and except as would, and (v) individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is not reasonably likely be expected to have a Material Adverse EffectEffect on the Company, (A) the Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), and (B) no Company Permit is subject to any pending revocation or forfeiture. The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failures to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, neither the Company nor its Subsidiaries is in violation of, and the Company and its Subsidiaries have not received any notices of violations with respect to, any laws, ordinances or regulations of any Governmental Entity, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.09, there are no actionactions, suit, suits or proceeding, proceedings at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) 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. (b) Since the Closing Date, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement material properties or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits), or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (cd) Except To the Borrower’s knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied ESOP or the ESOT contrary to or inconsistent with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice accuracy of any failure representation or warranty set forth herein that could reasonably be expected to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance result in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect. (e) For all taxable periods up to and including the earlier of (i) the date on which the Borrower terminates its election to be treated as an S corporation for U.S. Federal income tax purposes and (ii) the issue date of the Senior Warrants, the Borrower has been and will be a valid S corporation under Section 1361 of the Code and under the laws of those U.S. states in which the Borrower files state income tax returns and which also recognize S corporation status for state income tax purposes.

Litigation; Compliance with Laws. (a) There Except as set forth in Section 3.12 of the Company Disclosure Letter, (i) there is no formal investigation, review, audit, hearing, claim, action, suit, or proceedinglitigation, or any governmental investigation proceeding (at law or any arbitrationin equity), in each case whether civil, criminal, or administrative (“Claim”), pending or, to the knowledge Knowledge of the BorrowerCompany, threatened against or affecting the Borrower Company or any of the its Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement properties before any arbitrator, court or other Governmental Authority, and (ii) none of the Company and its Subsidiaries is subject to any other Loan Document outstanding charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award, or on the rights of settlement, whether civil, criminal, or benefits available to the Lenders under this Agreement administrative, and whether formal or informal (“Judgment”), except, in any other Loan Document such case described in clause (i) or (iii) except with respect to Disclosed Mattersii), may for Claims or Judgments that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on the Company. (b) Neither the Borrower nor any Except as set forth in Section 3.12 of the Subsidiaries is in violation of any law, rule, Company Disclosure Letter or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would not reasonably be expected to result in have a Material Adverse Effect. (c) Except with respect to Disclosed MattersEffect on the Company, (i) since April 30, 2011, the Borrower Company and each of its Subsidiaries have complied been and currently are in compliance with all Environmental LawsApplicable Laws of any Governmental Authority. Since April 30, 2011, all approvals, authorizations, certificates, filings, franchises, licenses, notices, permits and rights of any Governmental Authority (“Permits”) necessary for the Company and each of its Subsidiaries to own, lease or operate its properties and assets and to carry on its business as now conducted have been obtained or made and such Permits are valid and in full force and effect, except to for the extent that failure to so comply is lack of Permits or validity of Permits that, individually or in the aggregate, would not reasonably likely be expected to have a Material Adverse EffectEffect on the Company. No revocation or cancellation of any Permit is pending, (ii) and since April 30, 2011, neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower Company nor any of its Subsidiaries has received any written notice of from any failure Governmental Authority threatening to comply revoke or cancel any Permit or threatening any adverse action with any Environmental Law or become subject respect to any liability under any Environmental LawPermit, except in each case where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsrevocation would not, individually or in the aggregate, are not have or reasonably likely be expected to have have, a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms of all Permits, and (v) except where such noncompliance would not, individually or in the Borrower is aware of no eventsaggregate, conditions have or circumstances involving any Release of a Specified Substance that is reasonably likely be expected to have have, a Material Adverse EffectEffect on the Company.

Litigation; Compliance with Laws. (ai) There is Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, there are no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case Actions pending or, to the knowledge of the BorrowerCompany, threatened threatened, against or affecting the Borrower Company or any Subsidiary of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyCompany which, agencyin the aggregate, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither Effect on the Borrower Company, nor are there any of the Subsidiaries is in violation of any lawjudgments, ruledecrees, injunctions, rules or regulation, or in default with respect to any judgment, writ, injunction or decree orders of any Governmental AuthorityEntity or arbitrator outstanding against the Company or any Subsidiary of the Company which, where such violation or default could in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, Effect on the Company. (ii) Except as disclosed in the Company SEC Reports filed prior to the date of the Agreement and except as would, in the aggregate, not reasonably be expected to have a Material Adverse Effect on the Company, the Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the "Company Permits"). The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failures to so comply, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, neither the Borrower Company nor any of its Subsidiaries has failed to obtainis in violation of, maintain and the Company and its Subsidiaries have not received any notices of violations with respect to, any laws, ordinances or comply with regulations of any permit, license or other approval under any Environmental LawGovernmental Entity, except where such failure is for violations which, in the aggregate, would not reasonably likely be expected to have a Material Adverse Effect, (iii) neither Effect on the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectCompany.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersas disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected anticipated to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 3.02 and which have been delivered to the Lenders on or prior to the date hereof, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against any of the Group Members, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the BorrowerParent, threatened against the Borrower or any other Loan Party or, to the knowledge of the Subsidiaries Parent or the Borrower, threatened in writing against or affecting, any of the Group Members or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties Group Members which, if adversely determined, individually or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on in the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersaggregate, may could reasonably be expected to have a Material Adverse Effect. (b) Neither The operations of the Parent, the Borrower and their Subsidiaries and, to the knowledge of the Parent and the Borrower, their respective directors and officers are and have been conducted at all times in compliance in all respects with the Bank Secrecy Act, as amended by the USA PATRIOT Act, and the applicable anti-money laundering statutes of jurisdictions where the Parent, the Borrower, their Subsidiaries or, to the knowledge of the Parent and the Borrower, any of their respective directors or officers conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Parent, the Borrower, any Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Parent and the Borrower, as applicable, threatened. (i) No Loan Party nor any of their respective Subsidiaries, nor, to the Subsidiaries is knowledge of the Parent and the Borrower, any of their respective employees, directors or officers has taken or will take any action, and no part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts of anything else of value, directly or indirectly, to any Person (including, without limitations, any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office)) knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action or secure an improper advantage, in each case, in violation in any respect of any lawapplicable “Anti-Corruption Law,” including, rulewithout limitation, or regulationthe United States Foreign Corrupt Practices Act of 1977, or the UK B▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and other similar applicable legislation in default other jurisdictions (collectively, the “Anti-Corruption Laws”); (ii) The Loan Parties have conducted their businesses in compliance in all material respects with respect applicable Anti-Corruption Laws and have instituted and maintained, and will continue to any judgmentmaintain, writ, injunction or decree of any Governmental Authority, where policies and procedures reasonably designed to promote and achieve compliance with such violation or default could reasonably be expected to result in a Material Adverse Effectlaws. (cd) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower No Loan Party nor any of its Subsidiaries has failed their respective Subsidiaries, nor, to obtainthe knowledge of the Parent and the Borrower, maintain any employee, director, officer, any agent, Affiliate or comply with any permitrepresentative of the Parent, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage other Subsidiary is a Person that is, or is owned or controlled by any Specified Substance in violation Person that is (A) the subject or target of any lawsanctions administered or enforced by the United States Government (including the U.S. Department of Treasury’s Office of Foreign Assets Control), except to the extent that such violationsUnited Nations Security Council, individually the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”) or (B) operating from, organized or resident in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions country or circumstances involving any Release of a Specified Substance territory that is reasonably likely to have a Material Adverse Effectthe subject of comprehensive Sanctions (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).

Litigation; Compliance with Laws. (ai) There Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement or as set forth in Section 3.1(j) of the Purchaser Disclosure Schedule, there is no suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge of the BorrowerPurchaser, threatened threatened, against the Borrower or affecting Purchaser or any Subsidiary of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agencyPurchaser having, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Purchaser, and (v) nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Purchaser or any Subsidiary of Purchaser having, or which reasonably would be expected to have, individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Purchaser. (ii) Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser, Purchaser and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the operation of the businesses of Purchaser and its Subsidiaries, taken as a whole (the "Purchaser Permits"). Purchaser and its Subsidiaries are in compliance with the terms of the Purchaser Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser. Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement, the businesses of Purchaser and its Subsidiaries are not being conducted in violation of, and Purchaser has not received any notices of violations with respect to, any law, ordinance or regulation of any Governmental Entity, except for possible violations which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser. (iii) Purchaser is in compliance in all material respects with all material rules and regulations of the BCBSA.

Litigation; Compliance with Laws. (ai) There Except as disclosed in the Target SEC Reports filed prior to the date of this Agreement, there is no suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge Knowledge of the BorrowerTarget, threatened threatened, against the Borrower or affecting Target or any Subsidiary of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agencyTarget having, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower Effect on Target, nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to there any judgment, writdecree, injunction injunction, rule or decree order of any Governmental AuthorityEntity or arbitrator outstanding against Target or any Subsidiary of Target having, where such violation or default could which reasonably would be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, Effect on Target. (ii) neither Except as disclosed in the Borrower nor any Target SEC Reports filed prior to the date of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, this Agreement and except where such failure is as would not reasonably likely be expected to have a Material Adverse EffectEffect on Target, (iii) neither the Borrower nor any of Target and its Subsidiaries has received notice hold all permits, licenses, variances, exemptions, orders and approvals of any failure to comply all Governmental Entities necessary for the operation of the businesses of Target and its Subsidiaries, taken as a whole (the "Target Permits"). Target and its Subsidiaries are in compliance with any Environmental Law or become subject to any liability under any Environmental Lawthe terms of the Target Permits, except where such the failure or liability is so to comply would not reasonably likely be expected to have a Material Adverse EffectEffect on Target. Except as disclosed in the Target SEC Reports filed prior to the date of this Agreement, (iv) no facilities the businesses of the Borrower or any of Target and its Subsidiaries are used to manage any Specified Substance not being conducted in violation of, and Target has not received any notices of violations with respect to, any law, ordinance or regulation of any Governmental Entity, except to the extent that such violations, individually or in the aggregate, are for possible violations which would not reasonably likely be expected to have a Material Adverse EffectEffect on Target. (iii) The Target and each of its officers and directors are in compliance with, and have complied, in all material respects with (vA) the Borrower applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act ("▇▇▇▇▇▇▇▇-▇▇▇▇▇") and (B) the applicable listing and corporate governance rules and regulations of the NYSE. The Target has previously disclosed to Purchaser any of the information required to be disclosed by the Target and certain of its officers to the Target's Board of Directors or any committee thereof pursuant to the certification requirements contained in Form 10-K and Form 10-Q under the Exchange Act. Since the enactment of ▇▇▇▇▇▇▇▇-▇▇▇▇▇, neither the Target nor any of its affiliates has made any loans to any executive officer or director of the Target. The Target has adopted a plan which would enable it to comply with the requirements of Section 404 of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ by the time such requirements would be applicable to the Target if it remained a public company. (iv) Each of Target and its Subsidiaries is aware in compliance in all material respects with all rules and regulations of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectthe BCBSA.

Litigation; Compliance with Laws. There are no actions, suits, investigations or proceedings (aincluding any proceedings in arbitration) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge Knowledge of the BorrowerCompany, threatened against the Borrower Company or any of its Subsidiaries, at law or in equity, in any Court or before or by any Governmental Authority, except actions, suits or proceedings that (a) are set forth in Section 5.13 of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agencyCompany's Disclosure Letter, or official which (ib) challenges the validity of this Agreement or any other Loan Documentindividually or, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersmultiple actions, may suits or proceedings that allege similar theories of recovery based on similar facts, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Neither Effect on the Borrower nor any Company. Except as set forth in Section 5.13 of the Company's Disclosure Letter, the Company and its Subsidiaries is are in violation compliance with all applicable Laws and Regulations (including the Truth-In-Negotiations-Act, the Procurement Integrity Act, the Foreign Corrupt Practices Act, the Cost Accounting Standards, the Regulations of applicable Governmental Entities governing foreign military sales, export controls, illegal boycotts, national security and any lawother Laws or Orders incorporated expressly, ruleby reference or by operation of Law into, or regulationotherwise applicable to, any contract or other agreement made with the United States of America (a "Government Contract")) and are not in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except Order applicable to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower Company or any of its Subsidiaries are used to manage any Specified Substance in violation of any lawSubsidiaries, except to the extent that such violationsevents of noncompliance or defaults that, individually or in the aggregate, are have not and could not reasonably likely be expected to have a Material Adverse EffectEffect on the Company. Since January 1, and 1993, to the date hereof, neither the Company nor any Subsidiary of the Company has received any written notice of any administrative or civil or criminal investigation or audit (vother than Tax audits) by any Governmental Authority (including any qui tam action brought under the Borrower is aware Civil False Claims Act alleging any irregularity, misstatement or omission arising under or relating to any Government Contract) relating to the Company or any of no eventsits Subsidiaries that, conditions individually or circumstances involving any Release of a Specified Substance that is reasonably likely to in the aggregate, would have a Material Adverse EffectEffect on the Company. Notwithstanding the foregoing, except as set forth in Section 5.13 of the Company's Disclosure Letter, since January 1, 1993, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company nor any officer or director of the Company or any Subsidiary of the Company is or has been the subject of any criminal investigation in respect of any Government Contract.

Litigation; Compliance with Laws. (aA) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its material obligations under this Agreement or any other Loan Document or on the material rights of or material benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersas disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, may 2005 or the Borrower’s Quarterly Reports on Form 10-Q for the periods ending March 31, 2006, June 30, 2006 or September 30, 2006, would reasonably be expected to have a Material Adverse Effect. (bB) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would reasonably be expected to result in have a Material Adverse Effect.. Table of Contents Credit Agreement/Citizens Communications Company (cC) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Subsection 5.2 and which have been delivered to the Lenders on or prior to the date hereof, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is would not reasonably likely be expected to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is would not reasonably likely be expected to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is would not reasonably likely be expected to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are would not reasonably likely be expected to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is would reasonably likely be expected to have a Material Adverse Effect.

Litigation; Compliance with Laws. Except as disclosed in Schedule 4.14: (a) There is are no actionjudicial or administrative actions, suit, proceedings or proceeding, or any governmental investigation or any arbitration, in each case investigations pending or, to the knowledge best of the BorrowerJUSI’s knowledge, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodythreatened, agency, or official which (i) challenges that question the validity of this Agreement or any other Loan Documentaction taken or to be taken by Jacuzzi, (ii) may reasonably be expected to have a material adverse effect on JUSI, the ability of the Loan Parties Company or Pledgors to perform any of their respective obligations under Rexair in connection with this Agreement Agreement. There is no judicial or any other Loan Document administrative action, proceeding or on the rights of or benefits available investigation pending or, to the Lenders under this Agreement best of JUSI’s knowledge, threatened, and no order, injunction or any other Loan Document decree outstanding, against Jacuzzi, JUSI, the Company or (iii) except with respect to Disclosed MattersRexair that, may if adversely determined is reasonably be expected likely, individually or in the aggregate, to have a Material Adverse EffectEffect or question, challenge the validity of, or have the effect of preventing, materially delaying, making illegal or otherwise interfering with, this Agreement, the transactions contemplated herein or any action taken or required to be taken by Jacuzzi, JUSI, the Company or Rexair pursuant hereto or in connection with the transactions contemplated herein. (b) Neither (i) Jacuzzi, JUSI, the Borrower nor any of the Subsidiaries is Company and Rexair are not in violation of any applicable law, rule, or regulation, ordinance or in default with respect to any judgment, writ, injunction or decree other applicable requirement of any Governmental Authoritygovernmental body or court, where such violation or default could reasonably be expected to result which violations in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not aggregate are reasonably likely to have a Material Adverse EffectEffect or question, challenge the validity of, or have the effect of preventing, materially delaying, making illegal or otherwise interfering with, this Agreement, the transactions contemplated herein or any action taken or required to be taken by Jacuzzi, JUSI, the Company or Rexair pursuant hereto or in connection with the transactions contemplated herein, and (ii) neither no written notice has been received by Jacuzzi, JUSI, the Borrower nor Company or Rexair alleging any of its Subsidiaries has failed to obtainsuch violations, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not which violations in the aggregate would be reasonably likely to have a Material Adverse EffectEffect or question, challenge the validity of, or have the effect of preventing, materially delaying, making illegal or otherwise interfering with, this Agreement, the transactions contemplated herein or any action taken or required to be taken by Jacuzzi, JUSI, the Company or Rexair pursuant hereto or in connection with the transactions, contemplated herein. (iiic) neither There are no judicial or administrative actions or proceeding pending against the Borrower nor Company or Rexair or, to the best of JUSI’s knowledge, threatened against the Company or Rexair. (d) Each of Jacuzzi, JUSI, the Company and Rexair complies, and at all times complied, in all material respects, in connection with the conduct of the Business, with all requirements to report information about potentially hazardous products to the U.S. Consumer Product Safety Commission and comparable state and foreign authorities. To the best of JUSI’s knowledge, no product manufactured or sold by the Business has any condition that would cause the U.S. Consumer Product Safety Commission or any comparable state and foreign authorities to require a recall of such product, or that would otherwise make it necessary or advisable to recall such product. (e) The sales and marketing brochures, lead generation guidelines, training material, and other documents currently used by Rexair for use by its distributors and members of its Subsidiaries has received notice sales force comply in all respects with all applicable Federal, state and foreign laws and regulations (including the U.S. Federal Trade Commission’s and all U.S. States’ “Do Not Call” regulations) regulating solicitations of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Lawcustomers and potential customers, except where such failure or liability noncompliance is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationslikely, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect; and, and (v) to the Borrower is aware best of JUSI’s knowledge, no events, conditions distributor of the Business or circumstances involving member of its sales force has breached any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectsuch law or regulation in any material respect.

Litigation; Compliance with Laws. (a) There is no actionExcept as disclosed in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, suit2024 and the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, or proceeding, or any governmental investigation or any arbitration2025, in each case pending orfiled with the SEC, as of the Closing Date, there are no actions, proceedings or investigations filed or (to the knowledge of the any Borrower, ) threatened against the or affecting any Borrower or any of the Subsidiaries or any material property of any thereof before Subsidiary in any court or arbitrator before any Governmental Authority or arbitration board or tribunal which question the validity or legality of this Agreement, the Transactions or any governmental action taken or administrative bodyto be taken pursuant to this Agreement, agencyand no order or judgment has been issued or entered restraining or enjoining any Borrower or any Subsidiary from the execution, delivery or official which (i) challenges the validity performance of this Agreement Agreement, nor is there any other action, proceeding or investigation filed or (to the knowledge of any Borrower or any other Loan Document, (iiSubsidiary) may threatened against any Borrower or any Subsidiary in any court or before any Governmental Authority or arbitration board or tribunal which could reasonably be expected expected, individually or in the aggregate, to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have result in a Material Adverse Effect, or materially restrict the ability of any Borrower or any Subsidiary Guarantor to comply with its obligations under the Loan Documents. (b) Neither the any Borrower nor any of the Subsidiaries Subsidiary is in violation of any law, rulerule or regulation (including any law, rule or regulationregulation relating to the protection of the environment or to employee health or safety), or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsmatters that, individually or in the aggregate, are could not reasonably likely be expected to have result in a Material Adverse Effect, and (v) none of the Borrower Company or any Subsidiary has received notice of any claim with respect to or is otherwise aware of no events, conditions any Environmental Liability to which it is or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectbecome subject.

Litigation; Compliance with Laws. (a) There is are no actionactions, suit, proceedings or proceeding, investigations filed or any governmental investigation or any arbitration, in each case pending or, (to the knowledge of the Borrower, Company) threatened against the Borrower Company or any of the Subsidiaries or any material property of any thereof before Subsidiary in any court or arbitrator before any Governmental Authority or arbitration board or tribunal which question the validity or legality of this Agreement, the Transactions or any governmental action taken or administrative bodyto be taken pursuant to this Agreement and no order or judgment has been issued or entered restraining or enjoining the Company or MJC from the execution, agency, delivery or official which (i) challenges the validity performance of this Agreement nor is there any other action, proceeding or investigation filed or (to the knowledge of the Company) threatened against the Company or any other Loan Document, (ii) may Subsidiary in any court or before any Governmental Authority or arbitration board or tribunal which would be reasonably be expected likely to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have result in a Material Adverse Effect. (b) Neither the Borrower Company nor any of the Subsidiaries Subsidiary is in violation of any law, rule, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would be reasonably be expected likely to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower The Company and each of its Subsidiaries have complied implemented and maintain in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with all Environmental LawsAnti-Corruption Laws and applicable Sanctions. The Company and its Subsidiaries and, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effectknowledge of the Company, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtaintheir respective officers and employees, maintain or comply directors and agents are in compliance with any permit, license or other approval under any Environmental Law, Anti-Corruption Laws and applicable Sanctions in all material respects except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of for any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability that is not reasonably likely to have a Material Adverse Effect, (iv) no facilities systemic and does not involve senior management of the Borrower Company. None of the Company or any of its Subsidiaries are used to manage any Specified Substance in violation of any lawSubsidiary or, except to the extent knowledge of the Company, any of their respective directors, officers or employees or any agent of the Company or any Subsidiary that such violationswill act in any capacity in connection with or benefit from the credit facility established hereby is a Sanctioned Person. No Borrowing, individually use of proceeds or in the aggregate, are not reasonably likely other transaction related to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions this Agreement will violate Anti-Corruption Laws or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectapplicable Sanctions.

Litigation; Compliance with Laws. (ai) There Except as set forth in the GBC Filed SEC Reports or in the GBC 2004 Financial Statements, there is no suit, action, suit, or proceeding, charge or any governmental regulatory investigation or any arbitration, in each case pending or, to the knowledge Knowledge of the BorrowerGBC, threatened against the Borrower GBC or any Subsidiary of the Subsidiaries GBC or any material property or asset of any thereof before any court or arbitrator GBC or any governmental Subsidiary of GBC which, individually or administrative bodyin the aggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower Effect on GBC, nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to there any judgment, writdecree, injunction injunction, rule or decree order of any Governmental Authority, where such violation Entity or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower arbitrator outstanding against GBC or any Subsidiary of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsGBC which, individually or in the aggregate, are not would reasonably likely be expected to have a Material Adverse EffectEffect on GBC. (ii) Except as, and (v) individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is would not reasonably likely be expected to have a Material Adverse EffectEffect on GBC, GBC and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the businesses of GBC and its Subsidiaries, taken as a whole (the "GBC Permits"), and no suspension or cancellation of any of the GBC Permits is pending or, to the Knowledge of GBC, threatened, except for suspensions or cancellations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on GBC. GBC and its Subsidiaries are in compliance with the terms of the GBC Permits, except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on GBC. None of GBC or any of its Subsidiaries is in violation of, and GBC and its Subsidiaries have not received since January 1, 2002 any written notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on GBC.

Litigation; Compliance with Laws. (i) Except as disclosed in the UroCor SEC Reports filed prior to the date of this Agreement, there are no (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case Actions pending or, to the knowledge of the BorrowerUroCor, threatened threatened, against the Borrower or affecting UroCor or any Subsidiary of UroCor which, in the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyaggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. Effect on UroCor, or (b) Neither the Borrower nor any of the Subsidiaries is in violation of any lawjudgments, ruledecrees, injunctions, rules or regulation, or in default with respect to any judgment, writ, injunction or decree orders of any Governmental AuthorityEntity or arbitrator outstanding against UroCor or any Subsidiary of UroCor which, where such violation or default could in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, Effect on UroCor. (ii) neither Except as disclosed in the Borrower nor any UroCor SEC Reports filed prior to the date of its Subsidiaries has failed to obtainthe Agreement and except as would, maintain or comply with any permitin the aggregate, license or other approval under any Environmental Law, except where such failure is not reasonably likely be expected to have a Material Adverse EffectEffect on UroCor, (iii) neither the Borrower nor any of UroCor and its Subsidiaries has received notice hold all permits, licenses, variances, exemptions, orders and approvals of any failure to comply all Governmental Entities necessary for the operation of the businesses of UroCor and its Subsidiaries, taken as a whole (the "UroCor Permits"). UroCor and its Subsidiaries are in compliance with any Environmental Law or become subject to any liability under any Environmental Lawthe terms of the UroCor Permits, except where such failure or liability is the failures to so comply, in the aggregate, would not reasonably likely be expected to have a Material Adverse EffectEffect on UroCor. Except as disclosed in the UroCor SEC Reports filed prior to the date of this Agreement, neither UroCor nor its Subsidiaries is in violation of, and UroCor and its Subsidiaries have not received any notices of violations with respect to, any laws, ordinances or regulations of any Governmental Entity, except for violations which, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on UroCor. (i) Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or as disclosed in the -28- 33 UroCor SEC Reports filed prior to the date of this Agreement or as set forth in Section 3.2(i) of the UroCor Disclosure Schedule, or as permitted by Section 4.2, since December 31, 2000, (ivi) no facilities of UroCor and its Subsidiaries have conducted their business only in the Borrower ordinary course and (ii) there has not been any action taken by UroCor or any of its Subsidiaries are used to manage any Specified Substance during the period from December 31, 2000 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.2. Except as disclosed in violation of any law, except the UroCor SEC Reports filed prior to the extent that such violationsdate of this Agreement, individually since December 31, 2000, there has not been (1) any changes, circumstances or events which, in the aggregate, are not have had, or would reasonably likely be expected to have a Material Adverse EffectEffect on UroCor, and (v2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of UroCor's capital stock, (3) any purchase, redemption or other acquisition of any shares of capital stock or any other securities of UroCor or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (4) any split, combination or reclassification of any of UroCor's capital stock or any issuance or the Borrower is aware authorization of no eventsany issuance of any other securities in respect of, conditions in lieu of or circumstances involving in substitution for shares of UroCor's capital stock, (5) (A) any Release granting by UroCor or any of its Subsidiaries to any current or former director, consultant, executive officer or other employee of UroCor or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the UroCor SEC Reports, (B) any granting by UroCor or any of its Subsidiaries to any such current or former director, consultant, executive officer or employee of any increase in severance or termination pay, (C) any amendment to, or modification of, any UroCor Stock Option, (D) any adoption of, or amendment to, a UroCor Benefit Plan or UroCor Benefit Agreements, or (E) any payment of a Specified Substance bonus or other benefit to any current or former employee or director of UroCor, including, without limitation, pursuant to the UroCor 2001 Employee Bonus Plan (the "UroCor 2001 Bonus Plan"), (6) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by UroCor or any of its Subsidiaries materially affecting their respective assets, liabilities or businesses, (7) any tax election that is individually or in the aggregate would reasonably likely be expected to have a Material Adverse Effectadversely affect in any material respect the tax liability or tax attributes of UroCor or any of its Subsidiaries, (8) any settlement or compromise of any material income tax liability, or (9) any licensing agreement or any agreement with regard to the acquisition or disposition of any material Intellectual Property Rights or rights thereto other than licenses by UroCor or its Subsidiaries in the ordinary course of business consistent with past practice.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect except as disclosed in the Borrower's Annual Report on Form 10-K for the ability of fiscal year ended December 31, 1998 or the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or Borrower's Quarterly Reports on Form 10-Q for the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersperiods ending March 31, 1999 and June 30, 1999, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected anticipated to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 3.02 hereof and which have been delivered to the Lenders on or prior to the date hereof, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has 7has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (ai) There is no suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge Knowledge of the BorrowerCompany, threatened in writing, against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower Company or any of its Subsidiaries are used which would reasonably be expected to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Company, and (v) nor is there any Order of any Governmental Entity outstanding against Company or any of its Subsidiaries which reasonably would be expected to have, individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Company. (ii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company, (A) Company and its Subsidiaries hold all permits, licenses, variances, exemptions, Orders and approvals of all Governmental Entities necessary for the operation of the businesses of Company and its Subsidiaries, taken as a whole, as currently conducted (the "Company Permits") and (B) each of the Company Permits is valid, subsisting and in full force and effect. Company and its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. The businesses of Company and its Subsidiaries are not being conducted in violation of, and Company has not received any written notices of violations with respect to, the Company Permits or any applicable Law of any Governmental Entity, except for actual or possible violations which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. Since December 31, 2010, Company and each of its Subsidiaries has timely filed all material regulatory reports, schedules, statements, documents, Filings, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that each was required to file with any Governmental Entity, including state health and insurance regulatory authorities and any applicable Federal regulatory authorities ("Company Regulatory Filings"), except where the failure to file such regulatory reports, schedules, statements, documents, Filings, forms, registrations and other documents on a timely basis would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company, all such Company Regulatory Filings complied with applicable Law. (iii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company, each of Company's insurance and health maintenance organization Subsidiaries (A) meets the requirements for participation in, and receipt of payment from, the Medicare, Medicaid and other state and federal health care programs in which each of such Subsidiaries currently participates and

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect except as disclosed in the Borrower's Annual Report on Form 10-K for the ability of fiscal year ended December 31, 1999 or the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or Borrower's Quarterly Reports on Form 10-Q for the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersperiods ending March 31, 2000 and June 30, 2000, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected anticipated to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 3.02 hereof and which have been delivered to the Lenders on or prior to the date hereof, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither iii)neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (ai) There Except as disclosed in Section 3.02(g)(i) of the Parent Disclosure Schedule or in the Parent SEC Documents, as of the date hereof there is (1) no suit, action, arbitration or proceeding pending, and (2) to the knowledge of Parent, no suit, action, arbitration or proceeding, proceeding threatened against or any governmental investigation or any arbitrationpending, in each case pending or, with respect to the knowledge of the Borrower, threatened against the Borrower Parent or any of its subsidiaries that, individually or in the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyaggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may could reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default Effect with respect to Parent or prevent or materially delay the ability of Parent and Sub to consummate the transactions contemplated by this Agreement or to perform their obligations hereunder and under the Stock Option Agreement nor is there any judgment, writdecree, injunction citation, injunction, rule or decree order of any Governmental Authority, where such violation Entity 32 27 or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower arbitrator outstanding against Parent or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationssubsidiaries which, individually or in the aggregate, are not has or could reasonably likely be expected to have a Material Adverse EffectEffect with respect to the Company or prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform its obligations hereunder or thereunder. To the knowledge of Parent, and (vexcept as disclosed in Section 3.02(g)(i) of the Borrower Parent Disclosure Schedule or in any SEC Document filed by Parent prior to the date of this Agreement with respect to any period ending, or date occurring, after December 31, 1997, as of the date hereof there is aware of no eventsreasonable basis for any action, conditions suit, arbitration or circumstances involving any Release of a Specified Substance that is reasonably likely proceeding that, individually or in the aggregate, could reasonable be expected to have a Material Adverse EffectEffect with respect to Parent or prevent or materially delay the ability of Parent or Sub to consummate the transactions contemplated by this Agreement or the Stock Option Agreement or to perform their obligations hereunder or thereunder. (ii) Except as disclosed in Section 3.02(g)(ii) of the Parent Disclosure Schedule, the businesses of Parent and its subsidiaries are not being conducted in violation of any law (domestic or foreign), ordinance or regulation of any Governmental Entity, except for possible violations which, individually or in the aggregate, do not and could not reasonably be expected to have a Material Adverse Effect with respect to Parent.

Litigation; Compliance with Laws. (ai) There Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement or as set forth in Section 3.1(i) of the Purchaser Disclosure Schedule, there is no suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge Knowledge of the BorrowerPurchaser, threatened threatened, against the Borrower or affecting Purchaser or any Subsidiary of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agencyPurchaser having, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Purchaser, and (v) nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Purchaser or any Subsidiary of Purchaser having, or which reasonably would be expected to have, individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Purchaser. (ii) Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser or materially impair the ability of Purchaser to consummate the transactions contemplated by this Agreement, Purchaser and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the operation of the businesses of Purchaser and its Subsidiaries, taken as a whole (the “Purchaser Permits”). Purchaser and its Subsidiaries are in compliance with the terms of the Purchaser Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser. Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement, the businesses of Purchaser and its Subsidiaries are not being conducted in violation of, and Purchaser has not received any notices of violations with respect to, any law, ordinance or regulation of any Governmental Entity, except for actual or possible violations which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser. (iii) Purchaser is in compliance in all material respects with all material rules and regulations of the BCBSA (as defined in Section 8.13(b)).

Litigation; Compliance with Laws. (a) There Except as set forth in the Company SEC Documents or in Section 3.13(a) of the Company Disclosure Schedule, there is no action, suitclaim, suit or proceeding (including arbitration proceedings) instituted, pending, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the BorrowerCompany threatened against, threatened against the Borrower Company or any of the its Subsidiaries or any material property of their respective properties, assets, interest or rights or for which the Company or any thereof of its Subsidiaries is obligated to indemnify a third party before any court or arbitrator or any governmental or administrative body, agency, or official Governmental Entity which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a Company Material Adverse Effect. There is no judgment, decree, injunction, rule or order of any court or arbitrator or any Governmental Entity outstanding against the Company or any of its Subsidiaries, which, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect. To the knowledge of the Company, as of the date of this Agreement, there are no actual or threatened actions, suits or proceedings which present a claim to restrain or prohibit the transactions contemplated herein or to impose any material liability in connection therewith as to which there is a reasonable probability of an unfavorable outcome and which, if such an unfavorable outcome was rendered, would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on the ability of the Loan Parties or Pledgors Company to perform any of their respective obligations under this Agreement or any other Loan Document or on consummate the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effecttransactions contemplated hereby. (b) Neither the Borrower nor any of the The Company and its Subsidiaries is are in violation of any lawcompliance with all applicable laws, rulestatutes, or regulationordinances, or in default with respect to any judgment, writ, injunction or decree rules and regulations of any Governmental Authority, where such violation or default could reasonably be expected Authority applicable to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower their respective businesses and each of its Subsidiaries have complied with all Environmental Lawsoperations, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that for such violations, if any, which, individually or in the aggregate, are would not reasonably likely be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, all governmental approvals, permits and licenses (vcollectively, "Permits") required to conduct the Borrower is aware business of no eventsthe Company and its Subsidiaries have been obtained, conditions are in full force and effect and are being complied with except for such violations and failures to have Permits in full force and effect, if any, which, individually or circumstances involving any Release of a Specified Substance that is in the aggregate, would not reasonably likely be expected to have a Company Material Adverse Effect.

Litigation; Compliance with Laws. (ai) There is Except as set forth in the Disclosure Schedule, there are no actionsuits, suitactions, claims, arbitrations, administrative or legal or other proceedings, whether in equity or at law, or governmental or administrative investigations pending (i.e., where Seller or the Company has received service of process or other formal action to commence such a proceeding, or any governmental investigation or any arbitration, in each case pending ) or, to the knowledge best of the BorrowerSeller's knowledge, threatened (A) against or related to (x) Seller with respect to the Borrower transactions contemplated by this Agreement, (y) the Company or any of the Subsidiaries or (z) any material asset or property of any thereof before any court owned, leased or arbitrator or any governmental or administrative body, agencyused by the Company, or official (B) which (i) challenges question or challenge the validity of this Agreement or any other Loan Documentaction taken or to be taken pursuant to this Agreement. Except as set forth on the Disclosure Schedule and except for routine claims for benefits, no actions, suits or claims are pending or, to the best of Seller's knowledge, threatened with respect to any Employee Benefit Plan and no material product liability claim is pending or, to the best of Seller's knowledge, threatened against the Company with respect to the products of the Company. The Disclosure Schedule lists all product liability claims with respect to the products or services of the Company arising out of occurrences from January 1, 1995 through the date of this Agreement. (ii) may reasonably be expected The Company is in compliance with Federal or local governmental or judicial laws, ordinances, permits, requirements, decrees, rules, regulations, arbitration awards and orders applicable to the Company or the business, operations or properties of the Company, except where noncompliance would not have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries Company. There is in violation of any law, rule, or regulation, or in default with respect to any judgmentno order, writ, injunction injunction, judgment or decree of any Governmental Authoritycourt or Federal or local department, where official, commission, authority, board/bureau, agency, or other instrumentality issued or pending against the Company. The Company has duly filed all reports and returns required to be filed by it with governmental authorities and obtained all governmental permits and licenses and other governmental consents which are required in connection with the businesses and operations of the Company; all of such violation permits, licenses and consents are in full force and effect, and no proceedings for the suspension or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each cancellation of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain them are pending or comply with any permit, license or other approval under any Environmental Lawthreatened, except where such failure is any of the above would not reasonably likely to have a Material Adverse Effect, (iii) neither material adverse effect on the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectCompany.

Litigation; Compliance with Laws. (a) There is are no actionactions, suit, proceedings or proceeding, investigations filed or any governmental investigation or any arbitration, in each case pending or, (to the knowledge of the any Borrower, ) threatened against the or affecting any Borrower or any of the Subsidiaries or any material property of any thereof before Subsidiary in any court or arbitrator before any Governmental Authority or arbitration board or tribunal which question the validity or legality of this Agreement, the Transactions or any governmental action taken or administrative bodyto be taken pursuant to this Agreement and no order or judgment has been issued or entered restraining or enjoining any Borrower or any Subsidiary from the execution, agency, delivery or official which (i) challenges the validity performance of this Agreement nor is there any other action, proceeding or investigation filed or (to the knowledge of any Borrower or any other Loan Document, (iiSubsidiary) may threatened against any Borrower or any Subsidiary in any court or before any Governmental Authority or arbitration board or tribunal which would be reasonably be expected likely to have result in a material adverse effect on Material Adverse Effect or materially restrict the ability of any Borrower to comply with its obligations under the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse EffectDocuments. (b) Neither the any Borrower nor any of the Subsidiaries Subsidiary is in violation of any law, rulerule or regulation (including any law, rule or regulationregulation relating to the protection of the environment or to employee health or safety), or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would be reasonably likely to result in a Material Adverse Effect. 66 (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) none of the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor Company or any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries Subsidiary has received notice of any failure claim with respect to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation otherwise aware of any law, except environmental liability to the extent that such violations, individually which it is or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectbecome subject. The Company believes that the accounting reserves maintained by it for possible asbestos-related liabilities and reflected in the financial statements referred to in Section 3.05 are adequate in all material respects based on facts and circumstances known to it on the date hereof.

Litigation; Compliance with Laws. (a) There is are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Parent or the Borrower, threatened in writing against the Borrower or affecting, any of the Subsidiaries Group Members or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties Group Members which, individually or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on in the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersaggregate, may could reasonably be expected to have a Material Adverse Effect. (b) Neither The operations of the Parent, the Borrower and the other Subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by the U.S. A. Patriot Act, and the applicable anti-money laundering statutes of jurisdictions where the Parent, the Borrower and each other Subsidiary conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Parent, the Borrower or any other Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Parent or the Borrower, threatened. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable Anti-Money Laundering Laws. (c) None of the Parent, the Borrower or any other Subsidiary, or any director or officer, or, to the knowledge of the Parent or the Borrower, any employee, agent or representative of Parent, the Borrower or any other Subsidiary, has taken or will take any action by or on behalf of the Parent, the Borrower or any other Subsidiary in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts of anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage for the Parent, the Borrower or any other Subsidiary; and each of the Parent, the Borrower and the other Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein. (d) None of the Parent, the Borrower or any other Subsidiary or any director or officer thereof, or, to the knowledge of the Parent or the Borrower, any employee, agent, affiliate or representative of the Parent, the Borrower or any other Subsidiary, is a Person that is, or is owned or controlled by any Person that is: (i) the subject or target of any sanctions administered or enforced by the United States Government (including the U.S. Department of Treasury’s Office of Foreign Assets Control) (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria). (e) As of the Closing Date, there are no material judgments against any Group Member or any property of such Group Member. (f) None of the Group Members nor any of the Subsidiaries is Group Members’ properties or assets are in violation of any lawcurrently applicable Legal Requirements (including any zoning, rulebuilding, or regulationEnvironmental Law, ordinance, code or approval or any building permit), or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersas disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 3.02, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.08(a), there are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against or affecting, the Borrower or any of the its Relevant Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such Person (i) challenges as of the validity of this Agreement Closing Date, that involve any Loan Document or any other Loan Document, the Transactions or (ii) may reasonably be expected to have a material adverse effect on which individually or in the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may aggregate could reasonably be expected to have a Material Adverse EffectEffect or which could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. (b) Neither The Borrower, its Subsidiaries and all directors and officers of the Borrower nor and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries or any director or officer of the Subsidiaries Borrower or any of its Subsidiaries, is the target of any Sanctions. The proceeds of the Loans and Revolving Letters of Credit will not be used for the purpose of violating Anti-Corruption Laws or applicable Sanctions. (i) None of the Borrower, any Relevant Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule, rule or regulation, regulation or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result have, individually or in a Material Adverse Effect. (c) Except with respect to Disclosed Mattersthe aggregate, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities each of the Borrower and each Relevant Subsidiary holds all permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable law, rule or any regulation for the operation of its Subsidiaries are used to manage any Specified Substance in violation of any lawbusiness as presently conducted, except to the extent that such violationsas could not, individually or in the aggregate, are not reasonably likely be expected to have a Material Adverse Effect, and (viii) neither the Borrower is aware of no eventsnor any Relevant Subsidiary is, conditions or circumstances involving after giving effect to any Release of a Specified Substance that is reasonably likely Borrowing will be, subject to have a Material Adverse Effectregulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (ai) There Except as set forth in the Meritor Filed SEC Reports, there is no suit, action, suit, proceeding or proceeding, or any governmental regulatory investigation or any arbitration, in each case pending or, to the knowledge Knowledge of the BorrowerMeritor, threatened threatened, against the Borrower or affecting Meritor or any Subsidiary of the Subsidiaries Meritor or any material property or asset of any thereof before any court or arbitrator Meritor or any governmental Subsidiary of Meritor which, individually or administrative bodyin the aggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower Effect on Meritor, nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to there any judgment, writdecree, injunction injunction, rule or decree order of any Governmental Authority, where such violation Entity or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower arbitrator outstanding against Meritor or any Subsidiary of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsMeritor which, individually or in the aggregate, are not would reasonably likely be expected to have a Material Adverse EffectEffect on Meritor. (ii) Except as, and (v) individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is would not reasonably likely be expected to have a Material Adverse EffectEffect on Meritor, Meritor and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the businesses of Meritor and its Subsidiaries, taken as a whole (the "Meritor Permits"), and no suspension or cancellation of any of the Meritor Permits is pending or, to the Knowledge of Meritor, threatened, except for suspensions or cancellations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Meritor. Meritor and its Subsidiaries are in compliance with the terms of the Meritor Permits, except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Meritor. None of Meritor or any of its Subsidiaries is in violation of, and Meritor and its Subsidiaries have not received any notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Meritor.

Litigation; Compliance with Laws. (a) There is Except as set forth in the financial statements attached to AIG’s most recently filed form 10-Q, there are no actionactions, suit, suits or proceeding, proceedings at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the BorrowerAIG-FP, threatened against the Borrower or affecting AIG-FP or any business, property or rights of AIG-FP 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 impairment of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability totality of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of and remedies of, or benefits available to the Lenders ML III under this Agreement or any other Loan Document or and the Transaction Documents taken as a whole. (iiiii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries AIG-FP is not in violation of any law, rulerule or regulation (including any zoning, building, ordinance, code or regulation, approval or any building permits) or any restrictions of record or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. material impairment of the totality of the rights and remedies of, or benefits available to ML III under this Agreement and the Transaction Documents taken as a whole. 4. Covenant not to make certain amendments to any Purchase Agreements. In consideration of AIG-FP’s agreement in Section 2 above, ML III hereby covenants not to amend any Purchase Agreement in a manner that will cause AIG-FP to be liable to any Counterparty for a greater portion of the Combined Settlement Amount (cas defined in the Termination Agreements) Except than it would have been under the Purchase Agreement in the form originally entered into between the Counterparty and ML III. For the avoidance of doubt, this provision shall have no impact on ML III’s ability to exercise discretion in accordance with the terms of the Purchase Agreements, including determinations of whether and when a CDO Issue becomes an Excluded Asset or whether and when the conditions for the purchase of a CDO Issue have been met or on ML III’s ability to waive any such condition. 5. No Bankruptcy Petition Against ML III. AIG-FP hereby covenants and agrees that it will not at any time (i) commence or institute against ML III or join with or facilitate any other Person in commencing or instituting against ML III, any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, receivership, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state, or other jurisdiction, bankruptcy or similar law or statute now or hereafter in effect in connection with any obligations relating to this Agreement or any of the other Transaction Documents or (ii) participate in any assignment for benefit of creditors, compositions, or arrangements with respect to Disclosed Matters, (i) ML III’s debts. The agreements in this Section 5 shall survive the Borrower termination of this Agreement and each payment in full of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval obligations under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectthis Agreement. 6.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersas disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 or the Borrower's Quarterly Reports on Form 10-Q for the periods ending March 31, 2004 and June 30, 2004, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected anticipated to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 3.02 hereof and which have been delivered to the Lenders on or prior to the date hereof, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in Section 4.15 of the Disclosure Statement, there is no action, suit, litigation, proceeding or proceedingadministrative action pending, or to the knowledge of Seller, threatened in writing, or any governmental investigation order, injunction or decree outstanding, against Terex B.V. or any arbitrationSubsidiary that, in each case if adversely determined, would have a material adverse effect on the business of Terex B.V. and the Subsidiaries taken as a whole. There are no judicial or administrative actions, proceedings or investigations pending or, to the knowledge of the BorrowerSeller, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges that question the validity of this Agreement or the transactions contemplated hereby or that, if adversely determined, would have a material adverse effect upon Seller's ability to enter into or perform its obligations under this Agreement. (b) Except as set forth in Section 4.15 of the Disclosure Statement, and except with respect to compliance with Environmental Laws which is dealt with exclusively in Section 4.18, as of the date hereof, Terex B.V. is and has been in compliance in all material respects with all applicable domestic and foreign laws, ordinances, rules, regulations, judgments, decrees and orders ("Laws") of any other Loan Documentgovernmental entity or authority having jurisdiction over Terex B.V. or its properties or assets (each, a "Governmental Authority"). To the knowledge of Seller, neither Terex B.V. nor any Subsidiary has any liability (iiwhether accrued, absolute, contingent, direct or indirect) may reasonably be expected to for past violations of any law, ordinance, code, rule or regulation, except as would not have a material adverse effect on its business or properties. All material reports and returns (other than Tax Returns which are covered exclusively by Section 4.10) required to be filed by Terex B.V. and each Subsidiary with any Governmental Authority have been filed and were accurate and complete in all material respects when filed. To the ability knowledge of Seller, no payments of cash or other consideration have been made to any person, entity or government by Terex B.V. or any Subsidiary or by any agent, employee, officer, director, shareholder or other person or entity on behalf of Terex B.V. or any Subsidiary which were unlawful under the laws of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement Netherlands or any other Loan Document or on Governmental Authority. Seller has complied in all material respects with its obligations under the rights of or benefits available to Works Councils Act ("Wet op de ondernemingsraden"), the Lenders under this Agreement or any other Loan Document or Merger Code (iii"SER-Fusiegedragsregels") except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither and the Borrower nor any collective bargaining agreement described in Section 4.13 of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse EffectDisclosure Statement. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is are no actionongoing Regulatory Actions or other actions, suit, suits or proceeding, proceedings at law or any governmental investigation or any arbitration, in each case pending equity or, to the knowledge of Holdings, or the Borrower, investigations, by or on behalf of any Governmental Authority or in arbitration now pending or ongoing, or, to the knowledge of Holdings, or the Borrower, threatened in writing against or affecting Holdings, the Borrower or any of the Subsidiaries or any material business, property or rights of any thereof before such person, nor has any court event occurred that (whether with notice or arbitrator lapse of time or any governmental or administrative body, agency, or official which (iboth) challenges the validity of this Agreement or any other Loan Document, (ii) may could reasonably be expected to have a material adverse effect on result in or constitute the ability of the Loan Parties or Pledgors to perform basis for any of their respective obligations under this Agreement or Regulatory Action, which, in any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matterscase, may would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the Borrower nor any None of the Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) (i) any lawLaw (including the Health Care Laws or any zoning, rulebuilding, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are subject to Section 3.16), (ii) any restriction of record or agreement affecting any of their respective Real Property, or regulation, or (iii) is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, in each case, where such violation or default could in foregoing clauses (i) to (iii) would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the The Borrower and each of its Subsidiaries have complied holds, maintains and has been operating in material compliance with all Environmental Laws, except to Permits required for the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any conduct of its Subsidiaries has failed to obtainbusiness as currently conducted, maintain or comply with any permitand all such Permits are valid, license or other approval under any Environmental Lawcurrent, and in full force and effect, except where such failure is could not reasonably likely be expected to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are a Material Adverse Effect. To the knowledge of the Borrower or any Subsidiary, all products manufactured, sold, or distributed by the Borrower or the Subsidiaries have been designed, manufactured, imported, exported, processed, developed, labeled, stored, tested, and marketed in compliance with applicable Health Care Laws, except where such failure could not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect. Except where such actions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (v) none of the products manufactured, packaged, labeled, imported, warehoused, sold or distributed by the Borrower, the Subsidiaries, or their respective facilities in which such products are manufactured, packaged, labeled, processed, stored or handled is subject to any warning letter from any Governmental Authority, any other adverse correspondence or notice from a Governmental Authority, or any investigation, penalty assessment, or other compliance or enforcement action by any Governmental Authority. To the knowledge of the Borrower or any Subsidiary, and except as otherwise publicly disclosed, none of the products manufactured, packaged, labeled, imported, sold or distributed by the Borrower or the Subsidiaries is subject to any seizure, recall, market withdrawal, removal or discontinuation (other than for commercial or other business reasons), whether such action was ordered by a Governmental Authority or undertaken voluntarily, which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, none of the third-party entities that manufacture, process, label or package products distributed by the Borrower or the Subsidiaries is subject to any adverse action with regard to any product purchased and further distributed by the Borrower or the Subsidiaries, except where such adverse action would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Borrower, the Subsidiaries, nor to the knowledge of Holdings or the Borrower, any of their respective suppliers has received, nor is the Borrower or any Subsidiary aware of no eventsfacts that could give rise to, conditions any complaint from a third party regarding the safety, quality, or circumstances involving labeling compliance of any Release product sold or distributed by the Borrower or the Subsidiaries or any claim that the Borrower, the Subsidiaries, or one of a Specified Substance that is their respective suppliers has adulterated, misbranded, mispackaged, or mislabeled any product or engaged in misleading advertising or promotion for any product or service offered by the Borrower or the Subsidiaries, except which could not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is are no actionsuits, suitactions or proceedings (collectively, or proceeding, or any governmental investigation or any arbitration, in each case "ACTIONS") pending or, to the best knowledge of the BorrowerShareholders, threatened, against or affecting any Data Distilleries Entity, the business thereof or the Assets which would, in the aggregate, have a Material Adverse Effect on any of the Data Distilleries Entities, the business thereof or the Assets, nor are there any judgments, decrees, injunctions, rules or orders of any Governmental Entity or arbitrator outstanding against any Data Distilleries Entity which would, in the aggregate, have a Material Adverse Effect on any of the Data Distilleries Entities, the business thereof or the Assets. There is no Action pending or, to the best knowledge of the Shareholders, threatened against the Borrower or affecting any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official Data Distilleries Entities which (i) challenges questions the validity of this Agreement or any other Loan Documentaction taken or to be taken by Data Distilleries in connection with any of the transactions contemplated by this Agreement, (ii) may and the Shareholders have no knowledge of a fact or circumstance which could reasonably be expected to have a material adverse effect on the ability of the Loan Parties give rise to such an Action or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effectthreatened Action. (b) Neither The Data Distilleries Entities hold all material permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the Borrower nor any operation of the Subsidiaries businesses of the Data Distilleries Entities, taken as a whole, except for any such permits, licenses, variances, exceptions, orders and approvals, the lack of which would not have a Material Adverse Effect on Data Distilleries (collectively, the "DATA DISTILLERIES PERMITS"). Section 3.8 of the Shareholder Disclosure Schedule lists all such Data Distilleries Permits. Except where the failures to so comply would not, in the aggregate, have a Material Adverse Effect on Data Distilleries, the Data Distilleries Entities are in compliance with the terms of the Data Distilleries Permits. None of the Data Distilleries Entities has received any notices of violations with respect to any laws, ordinances or regulations of any Governmental Entity and none of the Data Distilleries Entities is in violation of any lawlaws, rule, ordinances or regulation, or in default with respect to any judgment, writ, injunction or decree regulations of any Governmental AuthorityAgency, where such the violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to which would have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Data Distilleries.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed MattersMatters or the Cases, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied and are in compliance with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in Section 4.15 of the Disclosure Statement, there is no action, suit, litigation, proceeding or proceedingadministrative action pending, or to the knowledge of Seller, threatened in writing, or any governmental investigation order, injunction or any arbitrationdecree outstanding, against Seller in each case connection with its operation of the German Truck-Mounted Business that, if adversely determined, would have a material adverse effect on the ▇▇▇▇ Business. There are no judicial or administrative actions, proceedings or investigations pending or, to the knowledge of the BorrowerSeller, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges that question the validity of this Agreement or the transactions contemplated hereby or that, if adversely determined, would have a material adverse effect upon Seller's ability to enter into or perform its obligations under this Agreement. (b) Except as set forth in Section 4.15 of the Disclosure Statement, and except with respect to compliance with Environmental Laws which is dealt with exclusively in Section 4.18, as of the date hereof, Seller in connection with its operation of the German Truck-Mounted Business is and has been in compliance in all material respects with all applicable foreign and domestic laws, ordinances, rules, regulations, judgments, decrees and orders ("Laws") of any other Loan Documentgovernmental entity or authority having jurisdiction over the German Truck-Mounted Business and/or the German Truck-Mounted Assets (each, a "Governmental Authority"). To the knowledge of Seller, Seller (iiwith respect to its operation of the German Truck-Mounted Business) may reasonably be expected to has no liability (whether accrued, absolute, contingent, direct or indirect) for past violations of any Law, except as would not have a material adverse effect on the ability ▇▇▇▇ Business. All material reports and returns (other than Tax Returns which are covered exclusively by Section 4.10) required to be filed by Seller (with respect to the German Truck-Mounted Business) with any Governmental Authority have been filed and were accurate and complete in all material respects when filed. To the knowledge of Seller, no payments of cash or other consideration have been made to any person, entity or government by any agent, employee, officer, director, shareholder or other person or entity on behalf of Seller which were unlawful under the Loan Parties or Pledgors to perform any Laws of their respective obligations under this Agreement Germany or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (i) Except as disclosed in the Dianon SEC Reports filed prior to the date of this Agreement, there are no (a) There is no actionsuits, suit, actions or proceeding, or any governmental investigation or any arbitration, in each case proceedings (collectively "Actions") pending or, to the knowledge of the BorrowerDianon, threatened threatened, against the Borrower or affecting Dianon or any Subsidiary of Dianon which, in the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyaggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. Effect on Dianon, or (b) Neither the Borrower nor any of the Subsidiaries is in violation of any lawjudgments, ruledecrees, injunctions, rules or regulation, or in default with respect to any judgment, writ, injunction or decree orders of any Governmental AuthorityEntity or arbitrator outstanding against Dianon or any Subsidiary of Dianon which, where such violation or default could in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, Effect on Dianon. (ii) Except as disclosed in the Dianon SEC Reports filed prior to the date of this Agreement and except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Dianon, Dianon and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the businesses of Dianon and its Subsidiaries, taken as a whole (the "Dianon Permits"). Dianon and its Subsidiaries are in compliance with the terms of the Dianon Permits, except where the failures to so comply, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Dianon. Except as disclosed in the Dianon SEC Reports filed prior to the date of this Agreement, neither the Borrower Dianon nor any of its Subsidiaries has failed to obtainis in violation of, maintain and Dianon and its Subsidiaries have not received any notices of violations with respect to, any laws, ordinances or comply with regulations of any permit, license or other approval under any Environmental LawGovernmental Entity, except where such failure is for violations which, in the aggregate, would not reasonably likely be expected to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Dianon.

Litigation; Compliance with Laws. (a) There is As of the Second Restatement Effective Date except as set forth on Schedule 3.09, there are no actionactions, suitsuits or proceedings at law or in equity or, to the knowledge of the Borrower, investigations by or proceedingon behalf of any Governmental Authority or in arbitration now pending, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the its Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Transactions or any other Loan Document, (ii) may as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a material adverse effect on Material Adverse Effect or materially adversely affect the ability Transactions. On the date of any Borrowing after the Second Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of the Loan Parties Borrower, investigations by or Pledgors on behalf of any Governmental Authority or in arbitration now pending, or, to perform the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of their respective obligations under this Agreement its Subsidiaries or any other Loan Document business, property or on the rights of or benefits available any such person as to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matterswhich an adverse determination is reasonably probable and which, may if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the Borrower nor any Except as set forth on Schedule 3.09, none of the Borrower, its Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit) or any restriction of record or agreement affecting any Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Schedule 4.13(a) sets forth all Purchaser Litigation as of the date hereof, including the name of the claimant, the date of the alleged act or omission, a detailed narrative as to the nature of the alleged act or omission, the date the matter was referred to an insurance carrier of Purchaser (if referred), the estimated amount of exposure, the amount Purchaser has reserved, or the amount of Purchaser's claim and estimated expenses of Purchaser in connection with such matters. Neither Purchaser, nor Purchaser's assets or properties, are subject to any order, consent decree, settlement or similar agreement with any Governmental Authority. There is no actionjudgment, suitinjunction, decree, order or proceeding, other determination of an arbitrator or any governmental investigation or any arbitration, in each case pending or, Governmental Authority specifically applicable to the knowledge of the Borrower, threatened against the Borrower Purchaser or any of the Subsidiaries its properties or any material property of any thereof before any court assets. There is no Purchaser Litigation relating to alleged unlawful discrimination or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability sexual harassment. As of the Loan Parties date hereof, there is no Purchaser Litigation which seeks to prevent consummation of the transactions contemplated hereby or Pledgors which seeks material damages in connection with the transactions contemplated hereby. (b) Except as set forth in Schedule 4.13(b), Purchaser has complied and is in compliance with all Laws applicable to perform any of their respective obligations under this Agreement or any other Loan Document or on Purchaser and its business except where the rights of or benefits available failure to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may be in compliance would not reasonably be expected to have a Material Adverse Effect. (b) Neither . Except as set forth in Schedule 4.13(b), Purchaser holds all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct its business as now being conducted or, under currently applicable Laws, to continue to conduct its business as now being conducted. Except as set forth in Schedule 4.13(b), there is no intent to make any changes in the Borrower nor any conduct of the Subsidiaries is business of Purchaser that will result in violation or cause Purchaser to be in noncompliance with applicable Laws or that will require changes in or a loss of any lawsuch licenses, rule, permits or regulation, other authorizations or an increase in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, expenses related thereto except where such violation noncompliance, change, loss or default could increase would not reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect. Such licenses, permits and other authorizations as aforesaid held by Purchaser are valid and in full force and effect, and there are no (i) Actions pending, or to the Knowledge of Purchaser, threatened or (ii) neither the Borrower nor any of its Subsidiaries has failed to obtainInvestigations pending or, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent Knowledge of Purchaser, threatened that such violations, individually or could result in the aggregatetermination, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions impairment or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectnonrenewal thereof.

Litigation; Compliance with Laws. (a) There is Except as set forth in Schedule 10.16, and except for such actions, suits or proceedings with amounts or potential amounts individually in issue of less than [*], there are no actionactions, suitsuits or proceedings at law or in equity or by or before any Public Authority relating to or arising from the Merck JV Business or any properties or assets part of the Merck Contributed Assets, or proceeding, in respect of this Agreement or any governmental investigation or any arbitrationof the Ancillary Agreements, in each case and which is pending or, to the knowledge of the BorrowerMerck, threatened against the Borrower it or any of the Subsidiaries its Subsidiaries. Schedule 10.16 sets forth a complete and correct list of all such actions, suits or any material property of any thereof before any court proceedings that are active or arbitrator or any governmental or administrative bodyhave been active since January 1, agency1993 (or, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersactual or potential Environmental Liabilities, may reasonably be expected to have January 1, 1991), and includes for completed matters a Material Adverse Effectgeneral description of the results thereof (including the amount of any monetary judgments and the principal terms of any other relief assessed in connection therewith). (b) Neither the Borrower nor Except for any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsnon-compliance which would not, individually or in the aggregate, are not reasonably likely to have result in a Material Adverse Change or Effect, Merck and its Subsidiaries at all times since January 1, 1993 have been and are currently in compliance with (i) all Laws, Permits, published standards that have the force and effect of Laws, and Environmental Laws, applicable to the Merck JV Business, and (vii) all judgments, orders, writs, injunctions, decrees or rulings of Public Authorities applicable to the Borrower is aware Merck JV Business. (c) In each case other than such Permits the absence of no eventswhich would not, conditions individually or circumstances involving any Release of a Specified Substance that is reasonably likely to have in the aggregate, result in a Material Adverse Change or Effect, Merck and its Subsidiaries have all licenses, permits, franchises, orders or approvals of any Public Authority, including under Environmental Laws, necessary to the conduct of the Merck JV Business (collectively, “Permits”); such Permits are in full force and effect; and no proceeding is pending or, to the best knowledge of Merck, threatened, to revoke or limit any such Permit. Schedule 10.16 identifies all Permits that are nontransferable or that will require the consent of any Public Authority in order to give effect to the Transactions.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan DocumentAgreement, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersas disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 or the Borrower's Quarterly Reports on Form 10-Q for the periods ending March 31, 2001 and June 30, 2001, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected anticipated to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 3.02 hereof and which have been delivered to the Lenders on or prior to the date hereof, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a1) There is are no actionactions, suitsuits or proceedings, or, to the knowledge of the Borrower, investigations at law or proceedingin equity or by or on behalf of any Governmental Authority or in arbitration now pending, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Subsidiaries Restricted Subsidiary or any material business, property or rights (including any studies, tests or preclinical or clinical trials) of any thereof before such Person (excluding any court actions, suits or arbitrator proceedings arising under or relating to any governmental or administrative bodyEnvironmental Laws, agencywhich are subject to Section 3.13, or official but including in respect of any Health Care Law), in each case, which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a material adverse effect on have, individually or in the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersaggregate, may reasonably be expected to have a Material Adverse Effect. (b2) Neither To the Borrower nor any knowledge of the Subsidiaries Borrower, none of the Borrower, any Restricted Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rulerule or regulation (including any zoning, building, ordinance, code or approval, or regulationany building permit, but excluding any Environmental Laws, which are subject to Section 3.13) or any restriction of record or agreement affecting any property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (c3) Except with respect to Disclosed Matters, (i) Each of the Borrower and each of its Restricted Subsidiaries have complied with have, and they and their products are in conformance with, all Environmental Lawsauthorizations, approvals, licenses, permits, certificates, or exemptions required by the FDA or other Governmental Authority under the Health Care Laws (the “Healthcare Permits”) to conduct their businesses as currently conducted or as reasonably anticipated, except to the extent that where a failure to so comply is have or conform with such Healthcare Permits would not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect. Neither the Borrower nor its Restricted Subsidiaries have received any written notice from the FDA or any other Governmental Authority that it is considering materially limiting, suspending, or revoking any Healthcare Permit (nor, to the knowledge of the Borrower, are any such actions threatened). The Borrower and its Restricted Subsidiaries have made all material notifications, modifications, submissions, and reports required to be made to the FDA or any other Governmental Authority under the Healthcare Permits and Health Care Laws, and to the knowledge of the Borrower, all such notifications, modifications, submissions, or reports were true, complete, and correct in all material respects.[Reserved]. (4) In the past two years: (i) all products manufactured, tested, investigated, marketed, sold or distributed by or on behalf of the Borrower and its Restricted Subsidiaries have been and are in compliance in all material respects with all applicable Health Care Laws and any other applicable Laws; (ii) neither the Borrower nor its Restricted Subsidiaries have received any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license written warning letter or other approval written notice regarding a material violation of any Health Care Laws, nor are they subject to any continuing material obligation arising under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, warning letter or other notice of material violation of any Health Care Laws; and (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is as would not reasonably likely be expected to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) no product manufactured, marketed, sold or distributed by or on behalf of the Borrower is aware and its Restricted Subsidiaries has been seized, withdrawn, recalled, subject to a detention order, safety alert or suspension by the FDA or other Governmental Authority and, to the knowledge of the Borrower, there are no events, conditions facts or circumstances involving any Release of a Specified Substance that is (including pending or threatened proceedings) reasonably likely to cause any of the foregoing.[Reserved]. (5) Neither the Borrower nor its Restricted Subsidiaries nor, to the knowledge of the Borrower, any of their respective officers, directors, employees, agents or contractors have a Material Adverse Effectbeen excluded or debarred from any federal healthcare program (including without limitation Medicare or Medicaid).[Reserved].

Litigation; Compliance with Laws. (ai) There Except as set forth in the ACCO Financial Statements, there is no suit, action, suit, or proceeding, charge or any governmental regulatory investigation or any arbitration, in each case pending or, to the knowledge Knowledge of the BorrowerACCO, threatened against the Borrower ACCO or any Subsidiary of the Subsidiaries ACCO or any material property or asset of any thereof before any court or arbitrator ACCO or any governmental Subsidiary of ACCO which, individually or administrative bodyin the aggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower Effect on ACCO, nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to there any judgment, writdecree, injunction injunction, rule or decree order of any Governmental Authority, where such violation Entity or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower arbitrator outstanding against ACCO or any Subsidiary of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsACCO which, individually or in the aggregate, are not would reasonably likely be expected to have a Material Adverse EffectEffect on ACCO. (ii) Except as, and (v) individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is would not reasonably likely be expected to have a Material Adverse EffectEffect on ACCO, ACCO and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, orders and approvals of all Governmental Entities which are necessary for the operation of the businesses of ACCO and its Subsidiaries, taken as a whole (the "ACCO Permits"), and no suspension or cancellation of any of the ACCO Permits is pending or, to the Knowledge of ACCO, threatened, except for suspensions or cancellations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO. ACCO and its Subsidiaries are in compliance with the terms of the ACCO Permits, except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO. None of ACCO or any of its Subsidiaries is in violation of, and ACCO and its Subsidiaries have not received since January 1, 2002 any written notices of violations with respect to, any Applicable Laws, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ACCO.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 4.13, no Proceeding is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge Company’s Knowledge, threatened, against Company or any of the Borrower, threatened against the Borrower its Subsidiaries or any of the Subsidiaries current or former Representatives of Company in their respective capacity as Representatives of Company or any material property of its Subsidiaries. Neither Company or any of its Subsidiaries, is subject to any judgment, order or decree of any thereof before any court court, judicial authority or arbitrator Governmental Body. Schedule 4.13 sets forth a complete and correct list and description of all Proceedings made, filed or otherwise initiated by or against Company or any governmental of its Subsidiaries, that are pending or administrative body, agency, or official which have been resolved in the past two (i2) challenges years (and the validity terms of the resolution thereof have been made available to Purchaser). Prior to the execution of this Agreement Agreement, Company has delivered or made available to Purchaser all responses of legal counsel for the Company to auditors’ requests for information delivered in connection with preparation of the audited Financial Statements (together with any updates provided by such counsel) regarding any Proceeding pending or threatened in writing against Company or any other Loan Documentof its Subsidiaries. (b) Company and each of its Subsidiaries, (ii) may and its predecessors and Affiliates have complied with all Laws applicable to it or to the operation of the Business in all material respects and no facts or circumstances exist which would reasonably be expected to have a material adverse effect on the ability of the Loan Parties cause Company or Pledgors to perform any of their respective obligations under this Agreement its Subsidiaries to violate or fail to comply with any other Loan Document such Laws in the future, except where any such violation or on the rights of or benefits available failure to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to comply would not have a Material Adverse Effect. (b) . Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower Company nor any of its Subsidiaries has received any written notice of from any failure court, judicial authority or Governmental Body asserting a failure, or possible failure, to comply with any Environmental Law such applicable Laws, the subject of which notice has not been conclusively resolved as required thereby or become subject otherwise to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities the satisfaction of the Borrower or party sending such notice. Neither Company nor any of its Subsidiaries are used has been notified in writing or, to manage the Company’s Knowledge, orally, by any Specified Substance in violation Governmental Body that it is under investigation with respect to violations of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectLaws.

Litigation; Compliance with Laws. (a) There is are no actionactions, suit, suits or proceeding, proceedings at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Subsidiary or any business, property or rights of any such Person (i) that involve any Loan Document or (ii) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) None of the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement material properties or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries assets is in violation of any lawapplicable Requirements of Law, rulerule or regulation (including any zoning, building, Environmental Law, Healthcare Law, ordinance, code or approval or any building permits, the Trading with the Enemy Act, as amended, each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and the USA PATRIOT Act)) or any restrictions of record or agreements affecting any Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, except where such violation or default could would not reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that the failure to so comply is have any such certificates or Permits would not reasonably likely be expected to have result in a Material Adverse Effect, certificates of occupancy and Permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property. (iid) neither Except to the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where extent that such failure is non-compliance would not reasonably likely be expected to have result in a Material Adverse Effect, (iii) neither each of the Borrower nor any Loan Parties and Subsidiaries is and has been in compliance, with all applicable Data Protection Laws. Without limiting the foregoing, each of its the Loan Parties and Subsidiaries has received notice of any failure holds and maintains all Registrations and provided all notifications to comply with any Environmental Law or become subject and made all filings with, Governmental Authorities which are necessary to any liability under any Environmental Lawengage in the business conducted by it, as required by applicable Data Protection Laws except where such failure or liability is as would not reasonably likely be expected to have result in a Material Adverse Effect. (e) Except as would not reasonably be expected to result in a Material Adverse Effect, no Loan Party or Subsidiary is or has been a party to any claims or has received any written complaints from or regarding data subjects or customers in respect of any actual or alleged material violation of applicable Data Protection Laws. (ivf) no facilities No notices have been received by any of the Borrower Loan Parties or Subsidiaries from any data protection authority or other Governmental Authority in respect of its Subsidiaries are used to manage any Specified Substance in actual or alleged material violation of any law, except to the extent that such violations, individually or in the aggregate, are applicable Data Protection Laws. (g) Except as would not reasonably likely be expected to have result in a Material Adverse Effect, and there has been no data breach affecting any Loan Party or Subsidiary as to which notification is required to be given under (v1) applicable Data Protection Laws or (2) contractual requirements to which a Loan Party or any of the Borrower Subsidiaries is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is subject. (h) Except as would not reasonably likely be expected to have result in a Material Adverse Effect, each Loan Party and Subsidiary, has complied with all applicable data protection obligations contained within written customer or vendor agreements (including, but not limited to, any agreement incorporating the Standard Contractual Clauses adopted by the EU Commission under Article 25 of the EU Data Protection Directive 95/46/EC). Except as would not reasonably be expected to result in a Material Adverse Effect, each Loan Party and Subsidiary has complied and is in compliance with the terms of the privacy policies and formal security program of such Loan Party or Subsidiary.

Litigation; Compliance with Laws. (aA) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersas disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, may 2007, would reasonably be expected to have a Material Adverse Effect. (bB) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would reasonably be expected to result in have a Material Adverse Effect. (cC) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Subsection 5.2 and which have been delivered to the Lenders on or prior to the date hereof, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is would not reasonably likely be expected to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is would not reasonably likely be expected to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is would not reasonably likely be expected to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are would not reasonably likely be expected to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is would reasonably likely be expected to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in the Company SEC Documents filed prior to the date hereof, there is no action, suit, suit or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending against or, to the knowledge of the BorrowerCompany, threatened against against, the Borrower Company or any of the its Subsidiaries or any material property of any thereof their respective properties before any court or arbitrator or any governmental or administrative body, agency, or official Governmental Entity which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may could reasonably be expected to have a material adverse effect on Company Material Adverse Effect or (ii) seeks to delay or prevent the ability consummation of the Loan Parties Merger or Pledgors the other transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries nor any property or asset of the Company or any of its Subsidiaries is subject to perform any order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Company, continuing investigation by, any Governmental Entity, or any order, writ, judgment, injunction, decree, determination or award of any court, Governmental Entity or arbitrator that could have a Company Material Adverse Effect. Schedule 3.13(a) to this Agreement lists all actions, suits or proceedings pending against or, to the knowledge of the Company, threatened against, the Company or any of its Subsidiaries or any of their respective obligations under this Agreement properties before any court or arbitrator or any Governmental Entity. Schedule 3.13(a) also lists any orders of, consent decrees, settlement agreements or other Loan Document or on the rights of or benefits available similar written agreements with, or, to the Lenders under this Agreement knowledge of the Company, continuing investigations by, any Government Entity, or any other Loan Document order, writ, judgment, injunction, decree, determination or (iii) except with respect award of any court, Governmental Entity or arbitrator to Disclosed Matters, may reasonably be expected to have a Material Adverse Effectwhich the Company or any of its Subsidiaries or any of its property or assets are subject. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower The Company and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation compliance with all applicable laws, ordinances, rules and regulations of any lawfederal, state, local or foreign governmental authority applicable to their respective businesses and operations, except to the extent that for such violations, if any, which, individually or in the aggregate, are would not reasonably likely be expected to have a Company Material Adverse Effect. All governmental approvals, permits and licenses (vcollectively, "Permits") required to conduct the Borrower is aware business of no eventsthe Company and its Subsidiaries ------- have been obtained, conditions are in full force and effect and are being complied with except for such violations and failures to have Permits in full force and effect, if any, which, individually or circumstances involving any Release of a Specified Substance that is in the aggregate, would not reasonably likely be expected to have a Company Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is As of the Restatement Effective Date, there are no actionactions, suitsuits or proceedings at law or in equity or, to the knowledge of the Borrower, investigations by or proceedingon behalf of any Governmental Authority or in arbitration now pending, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of the Subsidiaries its subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Restatement Transactions or any other Loan Document, (ii) may could reasonably be expected to have have, individually or in the aggregate, a material adverse effect on Material Adverse Effect or materially adversely affect the ability Restatement Transactions. As of the Loan Parties date of any Borrowing after the Restatement Effective Date, there are no actions, suits or Pledgors proceedings at law or in equity or, to perform the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of their respective obligations under this Agreement its subsidiaries or any other Loan Document business, property or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may such person which could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Neither None of Holdings, the Borrower nor any of Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit) or any restriction of record or agreement affecting any Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is Except as set forth on Schedule 3.09, there are no actionactions, suit, suits or proceeding, proceedings at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the actual knowledge of Holdings, the Borrower or the Affiliated Guarantors, threatened against Holdings, the Borrower, threatened against the Borrower any Subsidiary or any of the Subsidiaries Affiliated Guarantor or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Transactions or any other Loan Document, (ii) may as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have result in a Material Adverse Effect. (b) Neither Since the Borrower nor date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in a Material Adverse Effect. (c) None of Holdings, the Borrower, any of the Subsidiaries or any of the Affiliated Guarantors or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could would reasonably be expected to result in a Material Adverse Effect. (cd) Except with respect to Disclosed Matters, (i) the Borrower Certificates of occupancy and permits are in effect for each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental LawMortgaged Property as currently constructed, except where such the failure is to have the same could not reasonably likely be expected to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance result in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and true and complete copies of such certificates of occupancy as are available using commercially reasonable efforts have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property. (ve) Since the Borrower is aware date of this Agreement, there has been no eventsmaterial adverse change in the status, conditions or financial effect on the Borrower, the Subsidiaries and the Affiliated Guarantors taken as a whole, in respect of the Park Cattle Disputes from the circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectdescribed on Schedule 3.09.

Litigation; Compliance with Laws. (a) There is As of the Amendment and Restatement Effective Date except as set forth on Schedule 3.09, there are no actionactions, suit, suits or proceeding, proceedings at law or any governmental investigation or any arbitration, in each case pending equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of any Borrower, threatened in writing against the or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of the Subsidiaries its subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement Transactions or any other Loan Document, (ii) may as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a material adverse effect Material Adverse Effect or materially adversely affect the Transactions. On the date of any Borrowing (other than any Borrowing of Tranche C-1 Delayed Draw Term Loans) after the Amendment and Restatement Effective Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the ability knowledge of the Loan Parties any Borrower, threatened in writing against or Pledgors affecting Holdings (prior to perform a Qualified IPO) or any Borrower or any of their respective obligations under this Agreement its subsidiaries or any other Loan Document business, property or on the rights of or benefits available any such person as to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matterswhich an adverse determination is reasonably probable and which, may if adversely determined, could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Neither None of Holdings (prior to a Qualified IPO), the Borrower nor any of U.S. Borrower, the Subsidiaries or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit) or any restriction of record or agreement affecting any Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is no actionExcept as set forth on Schedule 3.09, suitthere are not any actions, suits or proceeding, proceedings at law or in equity or by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which such person (i) challenges that involve any Loan Document or the validity of this Agreement or any other Loan DocumentTransactions, (ii) may as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have result in a material adverse Material Adverse Effect, (iii) that could materially and adversely effect on the ability of the Loan Parties or Pledgors Borrower to fully and timely perform any of their respective its obligations under this Agreement the documents executed in connection with the Transactions or any other Loan Document the ability of the parties to consummate the Transactions or (iv) that have or would have, individually or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse EffectTransactions. (b) Neither The Borrower and each Subsidiary is in compliance with all laws, regulations, consent decrees (including the Consent Decree of Permanent Injunction entered into the United States District Court for the District of New Jersey in Civil Action No. 93-3525 styled as United States of America v. W▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇pany, a corporation, and Melv▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Lode▇▇▇▇ ▇.▇. ▇▇ V▇▇▇, ▇▇dividuals) and orders of any Governmental Authority applicable to it (including, without limitation, employee health and safety, margin regulations and Environmental Laws) or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. (c) None of the Borrower nor or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rulerule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit) or any restrictions of record or agreements affecting the Mortgaged Property, or regulation, or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (cd) Except Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectMortgaged Property.

Litigation; Compliance with Laws. (a) There is no actionSchedule 3.09(a) sets forth a list as of the Effective Date of all pending or, suitto the knowledge of the Borrower, threatened litigation, arbitrations or proceeding, other proceedings against the Borrower or any governmental investigation Subsidiary that involves a claim for more than $50,000. Except as set forth in Schedule 3.09(a), none of such lawsuits, claims, arbitrations or other proceedings as to which there is a reasonable possibility of adverse determination would have, if so determined, a Material Adverse Effect. To the knowledge of the Borrower, except as set forth in Schedule 3.09 (a) as of the Effective Date, neither the Borrower nor any arbitrationSubsidiary is a party or subject to or in default under any material judgment, order, injunction or decree of any Governmental Authority or arbitration tribunal. Except as set forth in each case Schedule 3.09(a), there are no actions, suits, investigations or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting the Parent, the Borrower, any of the Subsidiaries or any business, property or rights of the Parent, the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or which involve any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iiiii) except with respect as to Disclosed Matterswhich there is a reasonable possibility of an adverse determination and which, may if adversely determined, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither Except as set forth in Schedule 3.09(a), the Parent, the Borrower and the Subsidiaries are in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Authority ("Applicable Laws") including those relating to occupational health and safety, except for instances of noncompliance that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.09(a), as of the Effective Date neither the Borrower nor a Subsidiary has received any written communication during the past three years from a Governmental Authority that alleges that the Borrower or such Subsidiary is not in compliance in any material respect with any Applicable Laws. Except as set forth in Schedule 3.09(a), to the knowledge of the Borrower, as of the Effective Date, there is no pending or threatened investigation of the Borrower or a Subsidiary by any Governmental Authority. This Section 3.09(b) does not relate to matters with respect to taxes, which are the subject of Section 3.14, or to environmental matters, which are the subject of Section 3.09(c). (c) Except as set forth in Schedule 3.09 (a) (i) as of the Effective Date, neither the Borrower nor any of the Subsidiaries has received any written communication during the past five years from a Governmental Authority that alleges that the Borrower or such Subsidiary is not in violation compliance with any Environmental Laws which has not been resolved to the satisfaction of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any the Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. ; (cii) Except with respect to Disclosed Matters, (i) each of the Borrower and the Subsidiaries holds and is in compliance with, all material permits, licenses and governmental authorizations required for each of the Borrower and the Subsidiaries to conduct its Subsidiaries have complied business in compliance with the Environmental Laws, and is in compliance with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor for any instances of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsnoncompliance which, individually or in the aggregate, are could not reasonably likely be expected to have a Material Adverse Effect; (iii) as of the Effective Date, neither the Borrower nor any of the Subsidiaries has received any written communication alleging that the Borrower or any of the Subsidiaries is liable to any party (including, but not limited to, a Governmental Authority) as a result of the Release of a Hazardous Substance; (iv) to the knowledge of the Borrower, none of the properties owned or leased by the Borrower or any of the Subsidiaries contains underground storage tanks, asbestos-containing materials, or PCB-containing materials; and (v) to the knowledge of the Borrower, there have been no Releases of Hazardous Substances on any of the properties owned or leased by the Borrower is aware or any of no eventsthe Subsidiaries that, conditions individually or circumstances involving any Release of a Specified Substance that is in the aggregate, could reasonably likely be expected to have a Material Adverse Effect. For purposes of this Section 3.09(c) only: the term "Environmental Laws" means any and all applicable foreign, Federal, state or local laws, regulations, binding determinations, orders, decrees or permits issued, promulgated or entered into by any Governmental Authority, relating to the Release of Hazardous Substances; the term "Hazardous Substances" means all materials defined as hazardous substances pursuant to Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Sections 9601 et seq. ("CERCLA") and petroleum; and the term "Release" shall have the meaning set forth in Section 101(22) of CERCLA.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersas disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 3.02, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (ai) There is no legal, administrative, arbitral or other suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge Knowledge of the BorrowerAnthem, threatened threatened, against the Borrower or affecting Anthem or any Subsidiary of the Subsidiaries Anthem that has had or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Anthem, nor is there any judgment, decree, injunction, rule, regulatory restriction or order of any Governmental Entity or arbitrator outstanding against ▇▇▇▇▇▇, ▇▇▇ assets of Anthem or any Subsidiary of Anthem that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. (ii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem or to materially impair the ability of Anthem to consummate the transactions contemplated by this Agreement, Anthem and its Subsidiaries hold all permits, licenses, variances, exemptions, orders, authorizations, waivers, franchises, certificates and other approvals of all Governmental Entities necessary for the operation of the businesses of Anthem and its Subsidiaries, taken as a whole (the “Anthem Permits”). Anthem and its Subsidiaries are in compliance with the terms of the Anthem Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. The businesses of Anthem and its Subsidiaries are not being conducted in violation of, and Anthem has not received any written notices of violations with respect to, any law, ordinance or regulation of any Governmental Entity, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. (iii) Anthem and its Subsidiaries are, and Anthem and its Subsidiaries’ businesses are being conducted, in compliance with HIPAA, any implementing regulations and any state medical information laws applicable to the business of Anthem or its Subsidiaries, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem. (iv) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem, Anthem and each of its Subsidiaries, and, to the Knowledge of Anthem, all of their respective directors, officers, agents and employees, are in compliance with, and Anthem and each of its Subsidiaries have compliance programs including policies and procedures reasonably designed to cause Anthem and its Subsidiaries and their respective directors, officers, agents and employees to be in compliance with, to the extent applicable, all Healthcare Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem, no third-party payment program has imposed a fine, penalty or other sanction on Anthem or any of its Subsidiaries and none of Anthem or any of its Subsidiaries has been excluded or suspended from participation in any such program. (v) Except as would not reasonably be expected to have, individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Anthem, none of Anthem, any of its Subsidiaries, or, to the Knowledge of Anthem, any director or executive officer of Anthem or any of its Subsidiaries, with respect to actions taken on behalf of Anthem or of its Subsidiaries, (A) has been assessed a civil monetary penalty under Section 1128A of the Social Security Act or any regulations promulgated thereunder, (B) has been excluded from participation in any federal health care program or state health care program (as such terms are defined by the Social Security Act), (C) has been convicted of any criminal offense relating to the delivery of any item or service under a federal health care program or (D) is a party to or subject to any action or proceeding concerning any of the matters described above in clauses (A) and (C). (vi) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem, each of Anthem’s insurance and health maintenance Subsidiaries meets the requirements for participation in, and receipt of payment from, the Medicaid, Medicare Advantage and other state and federal health care programs in which it participates and is a party to one or more valid agreements with the applicable state agencies and the Centers for Medicare and Medicaid Services, as applicable, authorizing its participation. (vii) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Anthem, Anthem and each Anthem Subsidiary (i) is in compliance and since January 1, 2013 has been in compliance with the United States Foreign Corrupt Practices Act of 1977 (the “Foreign Corrupt Practices Act”) and any other United States and foreign laws concerning corrupting payments and

Litigation; Compliance with Laws. (a) There is are no actionactions, suitsuits, claims, disputes, proceedings or proceeding, investigations at law or in equity by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the best of the knowledge of the BorrowerParent, threatened against the or affecting any Borrower or any of the its Subsidiaries or any material business, asset, property or rights of any thereof before any court or arbitrator Borrower or any governmental or administrative body, agency, or official which of its Subsidiaries (i) challenges the validity of this Agreement that involve any Loan Document or any other of the Transactions, the ability of any Borrower or any of its Subsidiaries to perform its obligations under any Loan Document, Document or any of the Transaction Documents to which it is a party or the ability of any Borrower or any of its Subsidiaries to consummate any of the Transactions or (ii) may that have resulted, or as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersresult, may reasonably be expected to have in a Material Adverse Effect. (b) Neither the Borrower No Borrower, nor any of the its Subsidiaries, nor any business, asset, property or rights of any Borrower, nor any of its Subsidiaries, nor any business, asset, property or rights of any Borrower or any of its Subsidiaries is (i) in violation of any lawapplicable laws (including any applicable Federal Communications Commission regulations) or any restrictions of record or agreements affecting any of such Person’s real or personal property, rule(ii) in violation of U.S. and any other applicable export control laws and regulations, including without limitation the U.S. Export Administration Regulations (“EAR”), or regulation, or (ii) in default with respect to any judgment, decree, verdict, order, consent order, consent decree, writ, injunction declaration or decree injunction; in each of any Governmental Authority, the foregoing cases where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Mattersdefault, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Lawshas resulted, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationscould, individually or in the aggregate, are not reasonably likely be expected to have result, in a Material Adverse Effect. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries, and (v) the Borrower is aware of no eventstheir respective directors, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely officers, employees, and agents with applicable laws, including but not limited to have a Material Adverse EffectU.S. export control laws and regulations.

Litigation; Compliance with Laws. (a) There is are no actionactions, suit, suits or proceeding, proceedings at law or in equity by or before any governmental investigation or any arbitration, in each case Governmental Authority now pending or, to the knowledge of the Borrowerany Company, threatened against the Borrower any Company or any business, property or rights of any Company or any of Holdings' Responsible Officers (i) that involve any Loan Document or any of the Subsidiaries Transactions or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected expected, individually or in the aggregate, to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have result in a Material Adverse Effect. (b) Neither the Borrower nor . No Company or any of the Subsidiaries its property is in violation of, nor will the continued operation of its property as currently conducted violate, any lawRequirements of Law (including any zoning or building ordinance, rule, code or regulation, approval or any building permits) any requirements of a Medical Reimbursement Program or is in default with respect to any judgment, writ, injunction or decree Requirement of any Governmental AuthorityLaw, where in each case such violation or default default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (c) Except . -71- Without limiting the generality of the foregoing, with respect to Disclosed Matters, each member of the Consolidated Group: (i) there is (A) no member of the Borrower and each Consolidated Group or individual employed by any member of its Subsidiaries have complied with all Environmental Laws, except to the extent Consolidated Group that failure to so comply is not would reasonably likely be expected to have criminal culpability or to be excluded from participation in any Medical Reimbursement Program for corporate or individual actions or failures to act where such culpability or exclusion has resulted or could reasonably be expected to result in an Exclusion Event; and (B) no officer continuing to be employed by the Consolidated Group who may reasonably be expected to have individual culpability for matters under investigation by the OIG or other Governmental Authority unless such officer has been, within a Material Adverse Effectreasonable period of time after discovery of such actual or potential culpability, either suspended or removed from positions of responsibility related to those activities under challenge by the OIG or other Governmental Authority; (ii) neither the Borrower nor any of its Subsidiaries has failed to obtaincurrent billing policies, maintain or arrangements, protocols and instructions comply with any permit, license or other approval under any Environmental Lawrequirements of Medical Reimbursement Programs and are administered by properly trained personnel, except where any such failure is to comply would not reasonably likely be expected to have a Material Adverse Effect, result in an Exclusion Event; and (iii) neither the Borrower nor current medical director compensation arrangements comply with state and federal anti-kick back, fraud and abuse, and Stark Law requirements, except where any of its Subsidiaries has received notice of any such failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is woul▇ not reasonably likely be expected to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance result in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectan Exclusion Event.

Litigation; Compliance with Laws. (aA) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i1) challenges the validity of this Agreement or any other Loan Document, (ii2) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii3) except with respect to Disclosed Mattersas disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, may reasonably be expected to have a Material Adverse Effect. (bB) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected anticipated to result in a Material Adverse Effect. (cC) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Subsection 5.2 and which have been delivered or otherwise made available to the Administrative Agent on or prior to the date hereof, (i1) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii2) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii3) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv4) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v5) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There is are no actionactions, suitsuits, investigations or proceedingproceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against any of the Group Members, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the BorrowerParent, threatened against the Borrower or any other Loan Party or, to the knowledge of the Subsidiaries Parent or the Borrower, threatened in writing against or affecting, any of the Group Members or any material business, property or rights of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties Group Members which, if adversely determined, individually or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on in the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Mattersaggregate, may could reasonably be expected to have a Material Adverse Effect. (b) Neither The operations of the Parent, the Borrower nor and their Subsidiaries and, to the knowledge of the Parent and the Borrower, their respective directors and officers are and have been conducted at all times in compliance in all respects with the Bank Secrecy Act, as amended by the USA PATRIOT Act, and the applicable anti-money laundering statutes of jurisdictions where the Parent, the Borrower, their Subsidiaries or, to the knowledge of the Parent and the Borrower, any of their respective directors or officers conduct business, the Subsidiaries is in violation of rules and regulations thereunder and any lawrelated or similar rules, ruleregulations or guidelines, issued, administered or regulationenforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or in default proceeding by or before any court or Governmental Authority or any arbitrator involving the Parent, the Borrower, any Subsidiary with respect to any judgmentthe Anti-Money Laundering Laws is pending or, writto the best knowledge of the Parent and the Borrower, injunction or decree of any Governmental Authorityas applicable, where such violation or default could reasonably be expected to result in a Material Adverse Effectthreatened. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower No Loan Party nor any of its Subsidiaries has failed their respective Subsidiaries, nor, to obtainthe knowledge of the Parent and the Borrower, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries their respective employees, directors or officers has received notice taken or will take any action, and no part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts of anything else of value, directly or indirectly, to any Person (including, without limitations, any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower foregoing, or any political party or party official or candidate for political office)) knowing that all or some portion of its Subsidiaries are used the money or value will be offered, given or promised to manage any Specified Substance anyone to improperly influence official action or secure an improper advantage, in each case, in violation in any respect of any lawapplicable “Anti-Corruption Law,” including, except to without limitation, the extent that such violationsUnited States Foreign Corrupt Practices Act of 1977, individually or the UK Bribery Act 2010 and other similar applicable legislation in other jurisdictions (collectively, the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.“Anti-Corruption Laws”);

Litigation; Compliance with Laws. (i) Except as disclosed in the UroCor SEC Reports filed prior to the date of this Agreement, there are no (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case Actions pending or, to the knowledge of the BorrowerUroCor, threatened threatened, against the Borrower or affecting UroCor or any Subsidiary of UroCor which, in the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyaggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. Effect on UroCor, or (b) Neither the Borrower nor any of the Subsidiaries is in violation of any lawjudgments, ruledecrees, injunctions, rules or regulation, or in default with respect to any judgment, writ, injunction or decree orders of any Governmental AuthorityEntity or arbitrator outstanding against UroCor or any Subsidiary of UroCor which, where such violation or default could in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, Effect on UroCor. (ii) neither Except as disclosed in the Borrower nor any UroCor SEC Reports filed prior to the date of its Subsidiaries has failed to obtainthe Agreement and except as would, maintain or comply with any permitin the aggregate, license or other approval under any Environmental Law, except where such failure is not reasonably likely be expected to have a Material Adverse EffectEffect on UroCor, (iii) neither the Borrower nor any of UroCor and its Subsidiaries has received notice hold all permits, licenses, variances, exemptions, orders and approvals of any failure to comply all Governmental Entities necessary for the operation of the businesses of UroCor and its Subsidiaries, taken as a whole (the "UroCor Permits"). UroCor and its Subsidiaries are in compliance with any Environmental Law or become subject to any liability under any Environmental Lawthe terms of the UroCor Permits, except where such failure or liability is the failures to so comply, in the aggregate, would not reasonably likely be expected to have a Material Adverse EffectEffect on UroCor. Except as disclosed in the UroCor SEC Reports filed prior to the date of this Agreement, (iv) no facilities of the Borrower or any of neither UroCor nor its Subsidiaries are used to manage any Specified Substance is in violation of, and UroCor and its Subsidiaries have not received any notices of violations with respect to, any laws, ordinances or regulations of any lawGovernmental Entity, except to the extent that such violationsfor violations which, individually or in the aggregate, are would not reasonably likely be expected to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on UroCor.

Litigation; Compliance with Laws. (ai) There is Except as disclosed in the WJ SEC Reports filed prior to the date of this Agreement, there are no actionsuits, suit, actions or proceeding, or any governmental investigation or any arbitration, in each case proceedings (collectively "Actions") pending or, to the knowledge of the BorrowerWJ, threatened threatened, against the Borrower or affecting -------- WJ or any Subsidiary of WJ which, in the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative bodyaggregate, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may would reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower Effect on WJ, nor are there any of the Subsidiaries is in violation of any lawjudgments, ruledecrees, injunctions, rules or regulation, or in default with respect to any judgment, writ, injunction or decree orders of any Governmental AuthorityEntity or arbitrator outstanding against WJ or any Subsidiary of WJ which, where such violation or default could in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, Effect on WJ. (ii) neither Except as disclosed in the Borrower nor any WJ SEC Reports filed prior to the date of its Subsidiaries has failed to obtainthis Agreement and except as, maintain or comply with any permitin the aggregate, license or other approval under any Environmental Law, except where such failure is would not reasonably likely be expected to have a Material Adverse EffectEffect on WJ, (iii) neither the Borrower nor any of WJ and its Subsidiaries has received notice hold all permits, licenses, variances, exemptions, orders and approvals of any failure to comply all Governmental Entities which are necessary for the operation of the businesses of WJ and its Subsidiaries, taken as a whole (the "WJ Permits"). WJ and its ---------- Subsidiaries are in compliance with any Environmental Law or become subject to any liability under any Environmental Lawthe terms of the WJ Permits, except where such failure or liability is the failures to so comply, in the aggregate, would not reasonably likely be expected to have a Material Adverse EffectEffect on WJ. Except as disclosed in the WJ SEC Reports filed prior to the date of this Agreement, (iv) no facilities of the Borrower or any of neither WJ nor its Subsidiaries are used to manage any Specified Substance is in violation of, and WJ and its Subsidiaries have not received any notices of violations with respect to, any laws, ordinances or regulations of any lawGovernmental Entity, except to the extent that such violationsfor violations which, individually or in the aggregate, are would not reasonably likely be expected to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on WJ.

Litigation; Compliance with Laws. (ai) There Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement or as set forth in Section 3.1(i) of the Purchaser Disclosure Schedule, there is no suit, action, suit, or proceeding, or any governmental investigation or any arbitration, in each case proceeding pending or, to the knowledge Knowledge of the BorrowerPurchaser, threatened threatened, against the Borrower or affecting Purchaser or any Subsidiary of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agencyPurchaser having, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may would reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationshave, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on Purchaser, and (v) nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Purchaser or any Subsidiary of Purchaser having, or which reasonably would be expected to have, individually or in the Borrower is aware of no eventsaggregate, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectEffect on Purchaser. (ii) Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser or materially impair the ability of Purchaser to consummate the transactions contemplated by this Agreement, Purchaser and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the operation of the businesses of Purchaser and its Subsidiaries, taken as a whole (the "Purchaser Permits"). Purchaser and its Subsidiaries are in compliance with the terms of the Purchaser Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser. Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement, the businesses of Purchaser and its Subsidiaries are not being conducted in violation of, and Purchaser has not received any notices of violations with respect to, any law, ordinance or regulation of any Governmental Entity, except for actual or possible violations which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser. (iii) Purchaser is in compliance in all material respects with all material rules and regulations of the BCBSA (as defined in Section 8.13(b)).

Litigation; Compliance with Laws. (a) There is are no actionactions, suit, proceedings or proceeding, investigations filed or any governmental investigation or any arbitration, in each case pending or, (to the knowledge of the Borrower, Company) threatened against the Borrower Company or any of the Subsidiaries or any material property of any thereof before Subsidiary in any court or arbitrator before any Governmental Authority or arbitration board or tribunal which question the validity or legality of this Agreement, the Transactions or any governmental action taken or administrative bodyto be taken pursuant to this Agreement and no order or judgment has been issued or entered restraining or enjoining the Company or MJC from the execution, agency, delivery or official which (i) challenges the validity performance of this Agreement nor is there any other action, proceeding or investigation filed or (to the knowledge of the Company) threatened against the Company or any other Loan Document, (ii) may Subsidiary in any court or before any Governmental Authority or arbitration board or tribunal which would be reasonably be expected likely to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have result in a Material Adverse Effect. (b) Neither the Borrower Company nor any of the Subsidiaries Subsidiary is in violation of any law, rule, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could would be reasonably be expected likely to result in a Material Adverse Effect. (c) Except The Company and its Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with respect Anti-Corruption Laws and applicable Sanctions. The Company and its Subsidiaries and, to Disclosed Mattersthe knowledge of the Company, their respective officers and employees, directors and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects, except for (i) the Borrower matters disclosed in (Item 1. “Legal Proceedings”) of the Company’s Form 10 Q filed with the SEC under the Exchange Act on April 24, 2014 and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability that is not reasonably likely to have a Material Adverse Effect, (iv) no facilities systemic and does not involve senior management of the Borrower Company. None of the Company or any of its Subsidiaries are used to manage any Specified Substance in violation of any lawSubsidiary or, except to the extent knowledge of the Company, any of their respective directors, officers or employees or any agent of the Company or any Subsidiary that such violationswill act in any capacity in connection with or benefit from the credit facility established hereby is a Sanctioned Person. No Borrowing or Letter of Credit, individually use of proceeds or in the aggregate, are not reasonably likely other transaction related to have a Material Adverse Effect, and (v) the Borrower is aware of no events, conditions this Agreement will violate Anti-Corruption Laws or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectapplicable Sanctions.

Litigation; Compliance with Laws. (a) There is no actionExcept as disclosed in the Borrower’s Annual Report on Form 10-K for its fiscal year ended December 31, suit2023 and the Borrower’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, or proceeding, or any governmental investigation or any arbitration2024, in each case pending orfiled with the SEC, as of the Closing Date, there are no actions, proceedings or investigations filed or (to the knowledge of the Borrower) threatened or affecting the Borrower or any Subsidiary in any court or before any Governmental Authority or arbitration board or tribunal which question the validity or legality of this Agreement, the Transactions or any action taken or to be taken pursuant to this Agreement, and no order or judgment has been issued or entered restraining or enjoining the Borrower or any Subsidiary from the execution, delivery or performance of this Agreement, nor is there any other action, proceeding or investigation filed or (to the knowledge of the Borrower or any Subsidiary) threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before Subsidiary in any court or arbitrator before any Governmental Authority or any governmental arbitration board or administrative bodytribunal which could reasonably be expected, agencyindividually or in the aggregate, to result in a Material Adverse Effect, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on materially restrict the ability of the Loan Parties or Pledgors Borrower to perform any of their respective comply with its obligations under this Agreement or any other the Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse EffectDocuments. (b) Neither the Borrower nor any of the Subsidiaries Subsidiary is in violation of any law, rulerule or regulation (including any law, rule or regulationregulation relating to the protection of the environment or to employee health or safety), or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsmatters that, individually or in the aggregate, are could not reasonably likely be expected to have result in a Material Adverse Effect, and (v) none of the Borrower or any Subsidiary has received notice of any claim with respect to or is otherwise aware of no events, conditions any environmental liability to which it is or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effectbecome subject.

Litigation; Compliance with Laws. (a) There is are no actionactions, suitsuits, claims, disputes, proceedings at law or proceeding, in equity or any governmental investigation or any arbitration, in each case pending arbitration or, to the knowledge of the Parent Borrower or the Co-Borrower, investigations by or on behalf of any Governmental Authority, now pending or threatened against the Parent Borrower, the Co-Borrower or any of the their respective Subsidiaries or any material property business, Property or rights of any thereof before such person (including that involve any court Loan Document or arbitrator the Transactions) that, individually in the aggregate, have resulted in or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may could reasonably be expected to have result in a material adverse effect Material Adverse Effect, except for any action, suit or proceeding at law or in equity by or on behalf of any Governmental Authority or in arbitration which has been disclosed in the ability Parent Borrower’s public filings with the SEC prior to the Closing Date. (b) None of the Loan Parties Parent Borrower, the Co-Borrower or Pledgors to perform any of their respective obligations under this Agreement Subsidiaries is in violation of (nor will the continued operation of their respective Property or business as currently conducted violate) any Requirement of Law (including any zoning, building, ordinance, code or approval or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement building permit) or any other Loan Document restrictions of record or (iii) except agreements affecting any of the Company’s Real Property or is in default with respect to Disclosed Mattersany Order applicable to it or any of its Property where such violation or default, may individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the The Parent Borrower and each of its Subsidiaries have complied maintains in effect and enforces policies and procedures reasonably designed to ensure compliance in all material respects by the Parent Borrower, its Subsidiaries and their respective directors, officers, employees, agents and representatives with all Environmental applicable Anti-Corruption Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, Sanctions Laws and (v) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse EffectAnti-Money Laundering Laws.

Litigation; Compliance with Laws. (a) There is no action, suit, or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i1) challenges the validity of this Agreement or any other Loan Document, (ii2) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors Borrower to perform any of their respective its obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii3) except with respect to Disclosed Mattersas disclosed in the Borrower’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, may reasonably be expected to have a Material Adverse Effect. (b) Neither the Borrower nor any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected anticipated to result in a Material Adverse Effect. (c) Except with respect as set forth in or contemplated by the financial statements or other reports referred to Disclosed Mattersin Section 5.2 and which have been delivered or otherwise made available to the Administrative Agent on or prior to the date hereof, (i1) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii2) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii3) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv4) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violations, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, and (v5) the Borrower is aware of no events, conditions or circumstances involving any Release of a Specified Substance that is reasonably likely to have a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.11(a)(i), there is no actionclaim, suitlitigation, proceeding or proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge Knowledge of the BorrowerSeller, threatened threatened, against the Borrower Company or any of the Subsidiaries (or to the Knowledge of Seller, pending or threatened, against any of the officers, directors or employees of the Company or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which (i) challenges the validity of this Agreement or any other Loan Document, (ii) may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or (iii) except Subsidiaries with respect to Disclosed Matterstheir business activities on behalf of the Company), may reasonably be expected or to have a Material Adverse Effect. (b) Neither which the Borrower nor Company or any of the Subsidiaries is in violation of any law, rule, or regulation, or in default with respect to any judgment, writ, injunction or decree of otherwise a party before any Governmental AuthorityBody, where such violation or default could which if adversely determined would reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to Disclosed Matters, (i) the Borrower and each of its Subsidiaries have complied with all Environmental Laws, except to the extent that failure to so comply is not reasonably likely to have a Material Adverse Effect, (ii) neither the Borrower nor any of its Subsidiaries has failed to obtain, maintain or comply with any permit, license or other approval under any Environmental Law, except where such failure is not reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower nor any of its Subsidiaries has received notice of any failure to comply with any Environmental Law or become subject to any liability under any Environmental Law, except where such failure or liability is not reasonably likely to have a Material Adverse Effect, (iv) no facilities of the Borrower or any of its Subsidiaries are used to manage any Specified Substance in violation of any law, except to the extent that such violationsexpected, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. Except as set forth on Schedule 3.11(a)(ii), to the Knowledge of Seller, there is no investigation or inquiry by any Governmental Body concerning the Company or any Subsidiary. Except as set forth on Schedule 3.11(a)(iii), neither the Company nor any Subsidiary is subject to any decree or order, and neither the Company nor any Subsidiary is in breach or violation of any such decree or order. Except as set forth on Schedule 3.11(a)(iv), neither the Company nor any Subsidiary is engaged in any legal action to recover monies due to it or for damages sustained by it. (vb) There are no legal proceedings pending or, to the Knowledge of Seller, threatened against the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is otherwise a party relating to this Agreement or any Seller Document or the transactions contemplated hereby or thereby or that would prevent the consummation of the transactions contemplated by this Agreement. (c) Except as set forth on Schedule 3.11(c), during the three (3) year period immediately preceding the date hereof: (i) the Borrower is aware Company and the Subsidiaries have been in compliance in all material respects with all laws applicable to their respective businesses, operations or assets; and (ii) neither the Company nor any Subsidiary has received any written notice of no eventsor been charged with the violation of any laws. (d) Seller has made available to Buyer all material information that Seller, conditions the Company or circumstances involving any Release of a Specified Substance that is reasonably likely the Subsidiaries have received or developed with respect to have a Material Adverse Effectthe CardSystems Data Breach.