Common use of Litigation; Compliance with Laws Clause in Contracts

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a), there are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Borrower, threatened in writing against or affecting, the Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. (b) The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower 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 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 or regulation or any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Borrower, threatened in writing against or affecting, affecting the Borrower or any of its Relevant Subsidiaries Subsidiary or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate could reasonably be expected to have there is a Material Adverse Effect or which reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactionsresult in a Material Adverse Effect. (b) The BorrowerSince the Closing Date, its Subsidiaries and, to there has been no change in the knowledge status of the Borrowermatters disclosed on Schedule 3.09 that, all directors and officers of individually or in the Borrower and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of the Borrower or any of its the Subsidiaries or, to the 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 material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any currently applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits), or is in default with respect to any judgment, writ, injunction injunction, decree or decree order of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect. (d) To the Borrower’s knowledge, (ii) each neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy 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 representation or regulation for the operation of its business as presently conducted, except as warranty set forth herein that could not, individually or in the aggregate, reasonably be expected to have result in 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 (iiiii) neither the issue date of the Senior Warrants, the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing has been and will be, subject to regulation be a valid S corporation under any Applicable Law Section 1361 of the Code and under the laws of those U.S. states in which limits its ability to incur the Obligations or consummate the TransactionsBorrower files state income tax returns and which also recognize S corporation status for state income tax purposes.

Litigation; Compliance with Laws. (a) Except As of the November 2006 Amendment Effective Date except as set forth on Schedule 3.08(a)3.09 to the November 2006 Credit Agreement, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the any Borrower, threatened in writing against or affecting, the affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Relevant Subsidiaries subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. (b) The Borrower. On the Amendment Effective Date and on the date of any Borrowing after the November 2006 Amendment Effective Date, its Subsidiaries andthere are no actions, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the any Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Subsidiariessubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. 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 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 currently applicable law, rule 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a3.09(a), there are no actions, suits, investigations suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending against, or, to the knowledge of Holdings or the Borrower, threatened (in writing writing) against Holdings or affecting, the Borrower or any of its Relevant Subsidiaries Subsidiary or any business, property or rights of any such Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate could reasonably be expected to have there is a Material Adverse Effect or which reasonable likelihood of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactionsresult in a Material Adverse Effect. (b) The BorrowerSince the date of this Agreement, its Subsidiaries and, to there has been no change in the knowledge status of the Borrowermatters disclosed on Schedule 3.09(a) that, all directors and officers of individually or in the Borrower and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. (c) None of Holdings, the Borrower or any of its the Subsidiaries or, to the 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 material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any currently applicable law, rule or regulation (including any zoning and building law, ordinance, code or approval, permit, Environmental Law and Environmental Permit) 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 have, individually or result in the aggregate, a Material Adverse Effect. (d) Except as set forth on Schedule 3.09(d), (ii) certificates of occupancy and permits are in effect for 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 Mortgaged Property as currently applicable law, rule or regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectconstructed, and (iii) neither true and complete copies of such certificates of occupancy have been delivered to the Borrower nor any Relevant Subsidiary is, or after giving effect Collateral Agent as mortgagee with respect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactionseach Mortgaged Property.

Litigation; Compliance with Laws. (a) Except As of the Closing Date, except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the any Borrower, threatened in writing against or affecting, the affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. (b) The Borrower. There are no actions, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the any Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Subsidiariessubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. 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 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 currently applicable law, rule 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except As of the Third Restatement Effective Date except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the Borrower, threatened in writing against or affecting, affecting the Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. (b) The Borrower. On the date of any Borrowing after the Third Restatement Effective Date, its Subsidiaries andthere are no actions, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its SubsidiariesSubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) Except as set forth on Schedule 3.09, none of the Borrower, the proceeds of the Loans its Subsidiaries 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 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except As of the Closing Date, except as set forth on Schedule 3.08(a)3.09 to the 2013 Credit Agreement, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the any Borrower, threatened in writing against or affecting, the affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. (b) The Borrower. There are no actions, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the any Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Subsidiariessubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. 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 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 currently applicable law, rule 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a)As of the Effective Date, there are no actions, suits, investigations suits or proceedings at law or in equity or in arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the Borrower, threatened in writing against or affecting, affecting Holdings or the Borrower or any of its Relevant Restricted Subsidiaries or any business, property or rights of any such Person (i) as of the Closing Date, that involve any Loan Document or the Financing Transactions or (ii) which individually or in the aggregate could that would reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to materially adversely affect the Transactions. (b) The Borrower, its Subsidiaries and, to the knowledge a Material Adverse Effect. As of the Borrowerdate of any Borrowing after the Effective Date, all directors and officers of the Borrower and its Subsidiaries there are no actions, suits or proceedings at law or in compliance equity or in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any director Governmental Authority now pending, or, to the knowledge of the Borrower, threatened in writing against or officer of affecting Holdings or the Borrower or any of its SubsidiariesRestricted Subsidiaries or any business, is the target property or rights of any Sanctions. To such Person which would reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) None of Holdings, 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 Restricted Subsidiaries or their respective properties or assets is in violation of (nor nor, to the knowledge of the Borrower, will the continued operation of their material properties and assets as currently conducted violate) any currently applicable lawRequirement of Law (including any zoning, rule building, ordinance, code or regulation approval or any building permit) 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, in any such case where such violation or default could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except As of the Amendment Effective Date except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the any Borrower, threatened in writing against or affecting, the affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Relevant Subsidiaries subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. . On the date of any Borrowing (bother than any Borrowing of Tranche C-4 Delayed Draw Term Loans) The Borrowerafter the Amendment Effective Date, its Subsidiaries andthere are no actions, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the any Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Subsidiariessubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. 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 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 currently applicable law, rule 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending against, or, to the knowledge of Holdings, Polo Holdings or the Borrower, threatened in writing against or affectingaffecting Holdings, Polo Holdings or the Borrower or any of its Relevant Subsidiaries other Subsidiary or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate could reasonably be expected to have there is a Material Adverse Effect or which reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactionsresult in a Material Adverse Effect. (b) The BorrowerSince the date of this Agreement, its Subsidiaries and, to there has been no change in the knowledge status of the Borrowermatters disclosed on Schedule 3.09 that, all directors and officers of individually or in the Borrower and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings, Polo Holdings, the Borrower or any of its the other Subsidiaries or, to the 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 material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any currently applicable law, rule 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 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 haveresult in a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property and Resort as currently constructed, other than any certificates or permits for properties or assets in Europe, to the extent such certificates or permits are not in effect on the Closing Date and not having such certificates or permits could not (individually or in the aggregate, ) reasonably be expected to result in a Material Adverse Effect. If requested, true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent (iiif applicable, as mortgagee) with respect to each of the Borrower Mortgaged Property 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the TransactionsResort.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a), there There are no actions, suits, claims, disputes, proceedings or investigations or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending against, or, to the best of the knowledge of the BorrowerParent, threatened in writing against or affecting, the affecting any Borrower or any of its Relevant Subsidiaries or any business, asset, property or rights of any such Person Borrower or any of its Subsidiaries (i) as of the Closing Date, that involve any Loan Document or any of the Transactions, the ability of any Borrower or any of its Subsidiaries to perform its obligations under any Loan 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) that have resulted, or as to which individually or in the aggregate could reasonably be expected to have there is a Material Adverse Effect or which could reasonably be expectedreasonable possibility of an adverse determination and that, individually or in the aggregateif adversely determined, to materially adversely affect the Transactions. (b) The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower 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 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 or regulation or any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could notcould, individually or in the aggregate, reasonably be expected to have result, in a Material Adverse Effect. (b) No Borrower, nor any of 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 applicable 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, (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 (ii) in default with respect to any judgment, decree, verdict, order, consent order, consent decree, writ, declaration or injunction; in each of the foregoing cases where such violation or default, has resulted, or could, individually or in the aggregate, reasonably be expected to 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 (iii) neither the Borrower nor any Relevant Subsidiary istheir respective directors, or after giving effect officers, employees, and agents with applicable laws, including but not limited to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the TransactionsU.S. export control laws and regulations.

Litigation; Compliance with Laws. (a) Except As of the Amendment and Restatement Effective Date except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the any Borrower, threatened in writing against or affecting, the affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Relevant Subsidiaries subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. . On the date of any Borrowing (bother than any Borrowing of Tranche C-1 Delayed Draw Term Loans) The Borrowerafter the Amendment and Restatement Effective Date, its Subsidiaries andthere are no actions, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the any Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the any Borrower, threatened in writing against or affecting Holdings (prior to a Qualified IPO) or any Borrower or any of its Subsidiariessubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the U.S. 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 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 currently applicable law, rule 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a), there There are no ongoing Regulatory Actions or other actions, suits, investigations suits or proceedings at law or in equity or, to the knowledge of Holdings, or the Borrower, investigations, by or on behalf of any Governmental Authority or in arbitration now pending againstor ongoing, or, to the knowledge of Holdings, or the Borrower, threatened in writing against or affectingaffecting Holdings, the Borrower or any of its Relevant the Subsidiaries or any business, property or rights of any such Person person, nor has any event occurred that (iwhether with notice or lapse of time or both) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect result in or which could constitute the basis for any Regulatory Action, which, in any case, would reasonably be expectedexpected to have, individually or in the aggregate, to materially adversely affect the Transactionsa Material Adverse Effect. (b) The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower 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 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 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 currently applicable lawLaw (including the Health Care Laws or any zoning, rule building, ordinance, code or regulation approval or any building permit, but excluding any Environmental Laws, which are subject to Section 6.16) (ii) any restriction of record or agreement affecting any of their respective Real Property, 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 in foregoing clauses (i) to (iii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each of its Subsidiaries holds, maintains and has been operating in material compliance with all Permits required for the conduct of its business as currently conducted, and all such Permits are valid, current, and in full force and effect, except where such failure could not reasonably be expected to have, individually or in the aggregate, 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 be expected to 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, 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, (ii) each . 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 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 further distributed by the Borrower or regulation for the operation of its business as presently conductedSubsidiaries, except as could notwhere 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 facts that could give rise to, any complaint from a third party regarding the safety, quality, or labeling compliance of any product sold or distributed by the Borrower or the Subsidiaries or any claim that the Borrower, the Subsidiaries, or one of 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 be expected to have have, individually or in the aggregate, a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a), there are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting, Holdings or the Borrower or any of its Relevant the other Subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. (b) The BorrowerNo Loan Party has been barred for a period in excess of 14 consecutive days from receiving surface or underground Mining Permits pursuant to the "permit blockage" provisions of the Surface Mining Control and Reclamation Act of 1977, its Subsidiaries andas amended, or any comparable state statute. (c) No Loan Party nor, to the knowledge of Holdings or the Borrower, all directors and officers of the Borrower 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 knowledge of the Borrower, any director or officer of the Borrower or any of its Subsidiaries, is the target in violation of any Sanctionslaws relating to terrorism or money laundering, including Executive Order No. To 13224 on Terrorist Financing, effective September 23, 2001, and the knowledge 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. Patriot Act"). (d) Except as set forth in Schedule 3.08(d), (i) none of Holdings, the Borrower, the proceeds of the Loans other Subsidiaries 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 or regulation (including any zoning, building, Environmental Law, ordinance, code or approval, Mining Law, Mining Permit or any building permit) 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 and (ii) none of Holdings, the Borrower and the other Subsidiaries is lacking any consent, approval or default permit, including Mining Permits, from any applicable Governmental Authority, necessary to the normal conduct of its business, except for (x) Mining Permits and related Environmental Permits with respect to new mining operations that have been applied for by the Borrower or any of the other Subsidiaries in the ordinary course of business and which are expected to be obtained and the lack of which in the interim would not have a Material Adverse Effect, (y) Mining Permits and related permits to be transferred to the Borrower or any of its Subsidiaries in connection with a completed acquisition of assets or Equity Interests by the Borrower or any of its Subsidiaries permitted pursuant to this Agreement and which are expected to be obtained and the lack of which in the interim would not have a Material Adverse Effect and (z) in each case to the extent that any of the foregoing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a), there There are no ongoing Regulatory Actions or other actions, suits, investigations suits or proceedings at law or in equity or, to the knowledge of Holdings, or the Borrower, investigations, by or on behalf of any Governmental Authority or in arbitration now pending againstor ongoing, or, to the knowledge of Holdings, or the Borrower, threatened in writing against or affectingaffecting Holdings, the Borrower or any of its Relevant the Subsidiaries or any business, property or rights of any such Person person, nor has any event occurred that (iwhether with notice or lapse of time or both) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect result in or which could constitute the basis for any Regulatory Action, which, in any case, would reasonably be expectedexpected to have, individually or in the aggregate, to materially adversely affect the Transactionsa Material Adverse Effect. (b) The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower 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 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 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 currently applicable lawLaw (including the Health Care Laws or any zoning, rule building, ordinance, code or regulation 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 (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 in foregoing clauses (i) to (iii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each of its Subsidiaries holds, maintains and has been operating in material compliance with all Permits required for the conduct of its business as currently conducted, and all such Permits are valid, current, and in full force and effect, except where such failure could not reasonably be expected to have, individually or in the aggregate, 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 be expected to 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, 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, (ii) each . 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 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 further distributed by the Borrower or regulation for the operation of its business as presently conductedSubsidiaries, except as could notwhere 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 facts that could give rise to, any complaint from a third party regarding the safety, quality, or labeling compliance of any product sold or distributed by the Borrower or the Subsidiaries or any claim that the Borrower, the Subsidiaries, or one of 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 be expected to have have, individually or in the aggregate, a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a), there are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Company or any Borrower, threatened in writing against or affecting, the Borrower or any of the Company and its Relevant Wholly Owned Subsidiaries or any business, property or rights of any such Person (i) as of the Closing Signing Date, that involve any Loan Document or the Transactions or (ii) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. (b) The BorrowerExcept as set forth in Schedule 3.08(b), its Subsidiaries and, to the knowledge none of the Borrower, all directors and officers of the Borrower and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower Borrowers or any of its their Wholly Owned Subsidiaries or, to the 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 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 Real Property that is part of the Collateral, 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 have, individually or in the aggregate, a Material Adverse Effect. (c) To the extent applicable, (ii) each all the legal requirements of the Luxembourg law dated 31 May 1999, as amended, regarding the domiciliation of companies have been complied with by the Company, Holdco and the Initial Borrower and each Relevant Subsidiary holds all permits, licenses, registrations, certificates, approvals, consents, clearances and any other authorizations from any Governmental Authority required Borrower or Guarantor incorporated or existing under any currently applicable law, rule or regulation for the operation laws of its business as presently conductedLuxembourg, except as where failure to so comply could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (d) To the best of the Company’s knowledge, the Company and each of its Subsidiaries is in compliance with the Foreign Corrupt Practices Act (iiiUnited States of America), the Corruption of Foreign Public Officials Act (Canada), United Nations Act (Canada), Export and Import Permits Act (Canada), Customs Act (Canada), regulations and orders made under any of the foregoing statutes and any other export controls or sanctions administered or enforced by the Government of United States of America, the Government of Canada, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority or any analogous laws, for greater certainty, excluding the Special Economic Measures Act (Canada) neither (collectively, the Borrower nor “Sanctions”), in each case to the extent applicable, where failure to comply would have a Material Adverse Effect or could materially prejudice the Lenders or their reputations. (e) To the best of the Company’s knowledge, none of it, any Relevant Subsidiary of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries is an individual or entity that is, or after is owned or controlled by, a person that is (i) the subject of any Sanctions; or (ii) located, organized or resident in a Sanctioned Country. Each of the Company and its Subsidiaries has terminated any and all business activities, direct or indirect, with or in any country or territory listed in the preceding sentence. (f) To the best of the Company’s knowledge, none of it, any of its Subsidiaries or any director, officer, employee, agent, affiliate or representative of it or any of its Subsidiaries has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving effect of money, property, gifts or anything else of value, directly or indirectly, to any Borrowing will be“government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, subject 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 regulation under any Applicable Law which limits its ability influence official action or secure an improper advantage, where such offer, payment, promise to incur pay, or authorization or approval of the Obligations payment or consummate giving of money, property, gifts or anything else of value would be reasonably likely to have a Material Adverse Effect or could materially prejudice the TransactionsLenders or their reputations.

Litigation; Compliance with Laws. (a) Except As of the Restatement Effective Date except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the Borrower, threatened in writing against or affecting, affecting the Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Second Lien Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. (b) The Borrower. On the date of any Borrowing after the Restatement Effective Date, its Subsidiaries andthere are no actions, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its SubsidiariesSubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) Except as set forth on Schedule 3.09, none of the Borrower, the proceeds of the Loans its Subsidiaries 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 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except As of the Restatement Effective Date except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the Borrower, threatened in writing against or affecting, affecting the Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. (b) The Borrower. On the date of any Borrowing after the Restatement Effective Date, its Subsidiaries andthere are no actions, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its SubsidiariesSubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) Except as set forth on Schedule 3.09, none of the Borrower, the proceeds of the Loans its Subsidiaries 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 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a%3) Except as set forth on Schedule 3.08(a)3.09, as of the 2016 Restatement Date there are no actions, suits, investigations suits or proceedings at law or in equity or by or on behalf of before any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Borrowerany Loan Party, threatened in writing against or affecting, the Borrower affecting any Loan Party or any of its Relevant Subsidiaries or any business, property or rights of any such Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate could reasonably be expected to have there is a Material Adverse Effect or which 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. (a) Since the 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 adversely affect increased the Transactionslikelihood of, a Material Adverse Effect. (b) The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower No Loan Party or any of its Subsidiaries or, to the 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 material properties or assets is in violation of (of, nor will the continued operation of their material properties and assets as currently conducted violate) , any currently applicable law, rule or regulation (including any zoning and building law, ordinance, code or approval, or permits, 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 have, individually or result in the aggregate, a Material Adverse Effect. (c) Certificates 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, (ii) in each of case, where 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 regulation for the operation of its business as presently conducted, except as failure to do so could not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a)As of the Effective Date, there are no actions, suits, investigations suits or proceedings at law or in equity or in arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the Borrower, threatened in writing against or affecting, affecting the Borrower or any of its Relevant Restricted Subsidiaries or any business, property or rights of any such Person (i) as of the Closing Date, that involve any Loan Document or the Financing Transactions or (ii) which individually or in the aggregate could that would reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to materially adversely affect the Transactions. (b) The Borrower, its Subsidiaries and, to the knowledge a Material Adverse Effect. As of the Borrowerdate of any Borrowing after the Effective Date, all directors and officers of the Borrower and its Subsidiaries there are no actions, suits or proceedings at law or in compliance equity or in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries arbitration or, to the knowledge of the Borrower, investigations by or on behalf of any director Governmental Authority now pending, or, to the knowledge of the Borrower, threatened in writing against or officer of affecting the Borrower or any of its SubsidiariesRestricted Subsidiaries or any business, is the target property or rights of any Sanctions. To such Person which would reasonably be expected to have, individually or in the knowledge of the Borroweraggregate, the proceeds of the Loans and Revolving Letters of Credit will not be used for the purpose of violating Anti-Corruption Laws or applicable Sanctionsa Material Adverse Effect. (ib) None of the Borrower, any Relevant Subsidiary the Restricted Subsidiaries or their respective properties or assets is in violation of (nor nor, to the knowledge of the Borrower, will the continued operation of their material properties and assets as currently conducted violate) any currently applicable lawRequirement of Law (including any zoning, rule building, ordinance, code or regulation approval or any building permit) or, after the Mortgage Springing Date, any restriction on recordation 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, in any such case where such violation or default could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a), there There are no actions, suits, investigations or claims, disputes, proceedings at law or in equity or in 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 their respective Subsidiaries or any business, Property or rights of any such person (including that involve any Loan Document or the Transactions) that, individually in the aggregate, have resulted in or could reasonably be expected to result in a 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 now pending against, or, which has been disclosed in the Parent Borrower’s public filings with the SEC prior to the knowledge of the Borrower, threatened in writing against or affecting, the Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. (b) The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Parent Borrower, the Co-Borrower or any of its Subsidiaries or, to the 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 Subsidiaries is in violation of (nor will the continued operation of their material properties and assets respective Property or business as currently conducted violate) any currently applicable lawRequirement of Law (including any zoning, rule building, ordinance, code or regulation approval or any judgment, writ, injunction building permit) or decree any restrictions of record or agreements affecting any Governmental Authority, of the Company’s Real Property or is in default with respect to any Order applicable to it or any of its Property where such violation or default could reasonably be expected to havedefault, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) The Parent Borrower and each of its Subsidiaries maintains in effect and enforces policies and procedures reasonably designed to ensure compliance in all material respects by the Parent Borrower, its Subsidiaries and (iii) neither the Borrower nor any Relevant Subsidiary istheir respective directors, or after giving effect to any Borrowing will beofficers, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactionsemployees, agents and representatives with applicable Anti-Corruption Laws, Sanctions Laws and Anti-Money Laundering Laws.

Litigation; Compliance with Laws. (a) Schedule 3.09(a) sets forth a list as of the Restructure Effective Date of all pending or, to the knowledge of the Borrower or the Parent, threatened litigation, arbitrations or other proceedings against the Borrower, the Parent or any Subsidiary that involves a claim for more than $50,000. Except as set forth on in Schedule 3.08(a3.09(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 or the Parent, except as set forth in Schedule 3.09(a), as of the Restructure Effective Date, neither the Borrower, the Parent nor any Subsidiary 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 Schedule 3.09(a), there are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of before any arbitrator or Governmental Authority or in arbitration now pending against, or, to the knowledge of the Borrower or the Parent, threatened against or affecting the Parent, the Borrower, threatened in writing against or affecting, the Borrower or any of its Relevant the Subsidiaries or any business, property or rights of the Parent, the Borrower or any such Person of the Subsidiaries (i) as of the Closing Date, that which involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate could reasonably be expected to have there is a Material Adverse Effect or which could reasonably be expectedreasonable possibility of an adverse determination and which, individually or in the aggregateif adversely determined, to materially adversely affect the Transactions. (b) The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of the Borrower 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 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 or regulation or any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could notcould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Schedule 3.09(b), the Parent, the Borrower and the Subsidiaries are in compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Authority (iii"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 Restructure Effective Date neither the Borrower, the Parent nor a Subsidiary has received any written communication during the past three years from a Governmental Authority that alleges that the Borrower, the Parent 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 nor or the Parent, as of the Restructure Effective Date, there is no pending or threatened investigation of the Borrower, the Parent or a Subsidiary by any Relevant Subsidiary isGovernmental Authority. This Section 3.09(b) does not relate to matters with respect to taxes, which are the subject of Section 3.14, or after giving effect to any Borrowing will beenvironmental matters, which are the subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactionsof Section 3.09(c). (c) Except as set forth in Schedule 3.09

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a), there are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Borrower, threatened in writing against or affecting, the Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. Neither the Borrower nor any of its Subsidiaries, nor any of their 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) The Borrower, its Subsidiaries and, to the knowledge of the Borrower, all directors and officers of (i) Neither the Borrower and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or nor any of its Subsidiaries or, to the knowledge of the Borrower, any director or officer of the Borrower or nor 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 or regulation or any restriction of record or agreement affecting any material real property nor is the Borrower or any of its Subsidiaries 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 have, individually or in the aggregate, a Material Adverse Effect, and (ii) each of the Borrower and each Relevant Subsidiary of its Subsidiaries 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 business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a)) to this Agreement or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (x) there are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Borrower, threatened in writing against or affectingagainst, the Borrower or any of its Relevant the other Restricted Subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Effective Date, that involve any Loan Document or the Transactions or (ii) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or which could would reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. ; (by) The Borrowernone of the Borrower or any Restricted Subsidiary has been notified in writing, its Subsidiaries andor, 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, all directors and officers no facts exist that presently or upon the giving of notice or the Borrower and its Subsidiaries are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None lapse of time or otherwise would render any of the Borrower or any of its Subsidiaries orRestricted Subsidiary ineligible to receive surface mining permits. (b) Except as set forth in Schedule 3.08(b) to this Agreement, to the 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 none 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 Restricted Subsidiaries or their respective properties or assets is is, as of the Effective Date, in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except As of the Closing Date except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the Borrower, threatened in writing against or affecting, affecting the Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. (b) The Borrower. On the date of any Borrowing after the Closing Date, its Subsidiaries andthere are no actions, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its SubsidiariesSubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) Except as set forth on Schedule 3.09, none of the Borrower, the proceeds of the Loans its Subsidiaries 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 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.

Litigation; Compliance with Laws. (a) Except As of the Second Restatement Effective Date except as set forth on Schedule 3.08(a)3.09, there are no actions, suits, investigations suits or proceedings at law or in equity or or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending againstpending, or, to the knowledge of the Borrower, threatened in writing against or affecting, affecting the Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) as to which individually or in the aggregate an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or which could reasonably be expectedhave, individually or in the aggregate, to a Material Adverse Effect or materially adversely affect the Transactions. (b) The Borrower. On the date of any Borrowing after the Second Restatement Effective Date, its Subsidiaries andthere are no actions, to the knowledge of the Borrower, all directors and officers of the Borrower and its Subsidiaries are suits or proceedings at law or in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any of its Subsidiaries equity or, to the knowledge of the Borrower, investigations by or on behalf of any director Governmental Authority or officer in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of its SubsidiariesSubsidiaries or any business, is the target property or rights of any Sanctions. To such person as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have, individually or in the knowledge aggregate, a Material Adverse Effect. (b) Except as set forth on Schedule 3.09, none of the Borrower, the proceeds of the Loans its Subsidiaries 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 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 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 have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Borrower nor any Relevant Subsidiary is, or after giving effect to any Borrowing will be, subject to regulation under any Applicable Law which limits its ability to incur the Obligations or consummate the Transactions.