Common use of Litigation, Environmental and Labor Matters Clause in Contracts

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour matters.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, threatened that could reasonably be expected, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.063.06 hereto, (i) Holdings’ Annual Report on Form 20-F for the year ended December 31, 2020 and the Target’s Annual Report on Form 10-K for the year ended December 31, 2020, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerHoldings, threatened against or affecting the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none neither Holdings nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability or (iviii) has, to the has knowledge of the Borrower, any basis existing facts or circumstances that would reasonably be expected to reasonably expect that Holdings, the Borrower result in Holdings or any Restricted Subsidiary will become of its Subsidiaries becoming subject to any Environmental Liability. (c) Except with respect to any matters thatAs of the Closing Date, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the BorrowerHoldings, threatened in writing that have resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted Holdings and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour mattersapplicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters thatwhere such violation could reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries, individually or in for which any claim may be made against the aggregateBorrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent such payments or claims could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes . The consummation of the Transactions will not give rise to any right of termination or other labor disputes against Holdings, right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted its Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour mattersis bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened in writing. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any matters thatother applicable Federal, state, local or foreign law relating to such matters, except to the extent such violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, . All material payments due from the Borrower or any Restricted Subsidiary pending orof its Subsidiaries, to or for which any claim may be made against the knowledge Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Borrower, threatened in writing and (b) none books of the Borrower or such Subsidiary, except where the Restricted Subsidiaries have been failure to do so, individually or in violation the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Fair Labor Standards Act Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any Restricted Subsidiary of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters and disclosures in the Disclosure Documents) or (ii) none that involve any of the Borrower Loan Documents or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effectthe Transactions. (b) Except with respect to for the Disclosed Matters, matters disclosed in the Disclosure Documents, and any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any of the Restricted Subsidiary Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) As of the Effective Date, there are no material strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to the knowledge of Holdings or the Borrower, threatened. Except with respect to any matters that, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against the hours worked by and payments made to employees of Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements of Law applicable Federal, state, local or foreign law dealing with wage such matters and hour matters(b) the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrower or any Restricted Subsidiary is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the any Borrower, threatened against or affecting the Borrower Company or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Company or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually or in the aggregatethreatened, that could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge employees of the Borrower, threatened in writing Company and (b) none of the Borrower or the Restricted its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Company or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Company or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Company or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Company or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened in writing that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any matters thatother applicable Federal, state, local or foreign law relating to such matters, to the extent such violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, . All material payments due from the Borrower or any Restricted Subsidiary pending orof its Subsidiaries, to or for which any claim may be made against the knowledge Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Borrower, threatened in writing and (b) none books of the Borrower or such Subsidiary, except where the Restricted Subsidiaries have been failure to do so, individually or in violation the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Fair Labor Standards Act Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Restricted Subsidiaries pending or, to any matters thattheir knowledge, threatened that could reasonably be expected, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Restricted Subsidiaries, or for which any claim may be made against the Borrower or any of its Restricted Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Restricted Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Restricted Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing writing. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06Other than those matters disclosed in the Borrower’s SEC filings that were publicly available to the Lenders prior to the Effective Date, (i) there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (other than Disclosed Matters) or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound that could reasonably be expected to result in a Material Adverse Effect. (d) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiary that could Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of the Borrower that involve this Agreement or any Subsidiary has treated, stored, transported, Released other Loan Documents and (x) would materially and adversely affect the transactions set forth in the Loan Documents or disposed otherwise contemplated hereby or (y) contests in any manner the validity or enforceability of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effectmaterial provision of any Loan Document. (b) Except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any of its Restricted Subsidiary Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any reasonable basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters thatas would not reasonably be expected, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, Effect (a) there are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing and (b) none the hours worked by and payments made to employees of the Borrower or the and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour applicable Federal, state, local or foreign law relating to such matters.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened in writing that could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any matters thatother applicable Federal, state, local or foreign law relating to such matters, except to the extent such violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, . All material payments due from the Borrower or any Restricted Subsidiary pending orof its Subsidiaries, to or for which any claim may be made against the knowledge Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Borrower, threatened in writing and (b) none books of the Borrower or such Subsidiary, except where the Restricted Subsidiaries have been failure to do so, individually or in violation the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Fair Labor Standards Act Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) on the Effective Date there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending and, to their knowledge, none are threatened, in each case, that would be material to the Borrower and its Subsidiaries taken as a whole. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters thatexcept as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, . All material payments due from the Borrower or any Restricted Subsidiary pending orof its Subsidiaries, to or for which any claim may be made against the knowledge Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Borrower, threatened in writing and (b) none books of the Borrower or such Subsidiary except as, individually or in the Restricted Subsidiaries have been aggregate, could not reasonably be expected to result in violation a Material Adverse Effect. The consummation of the Fair Labor Standards Act Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of a Responsible Officer the BorrowerCompany, threatened in writing against or affecting the Borrower Company or any Restricted Subsidiary that could reasonably be expectedof its Subsidiaries (i) as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined, could, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to knows of any basis for any Environmental Liability on the knowledge part of the Borrower, any basis to reasonably expect that Holdings, the Borrower Company or any Restricted Subsidiary will become subject to any Environmental Liabilityof its Subsidiaries. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Company or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowerany Responsible Officer, threatened in writing writing. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted Company and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Company or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Company or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Company or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Company or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of or that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually threatened except for such strikes, lockouts or in the aggregate, slowdowns that could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters except for such violations that could not reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerCompany, threatened against or affecting the Borrower Company or any Restricted Subsidiary that (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Effect and (other than the Disclosed Matters) or (ii) none of that involve the Borrower Loan Documents or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effectthe Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, none of neither the Borrower or Company nor any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (d) There are no pending or, to the knowledge of the Company, threatened strikes, lockouts, slowdowns or work stoppages against the Company or any Subsidiary, or unfair labor practice complaint or grievance or arbitration proceeding arising out of or under any collective bargaining agreement under which the Company or any Subsidiary is bound, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of the Company and the Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, and all material payments due from the Company or any Subsidiary, or for which any claim may be made against the Company or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Company or such Subsidiary (except, with respect to any matters Subsidiaries that are not Subsidiary Guarantors, for such violations and payment failures that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes ). The consummation of the Transactions will not give rise to any right of termination or other labor disputes against Holdings, right of renegotiation on the Borrower part of any union under any collective bargaining agreement under which the Company or any Restricted Subsidiary pending oris bound (except, with respect to Subsidiaries that are not Subsidiary Guarantors, for such rights of termination or renegotiation that, individually or in the knowledge of the Borroweraggregate, threatened could not reasonably be expected to result in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour mattersa Material Adverse Effect).

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the any Borrower, threatened against or affecting the Borrower Parent or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Parent nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Parent or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge their knowledge, threatened. The hours worked by and payments made to employees of the Borrower, threatened in writing Parent and (b) none of the Borrower or the Restricted its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Parent or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Parent or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Parent or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Parent or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (other than the Disclosed Matters) or (ii) none that involve the validity or enforceability of this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except for the Disclosed Matters, and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened, or any matters thatviolation of the Occupational Safety and Health Act, individually or in the aggregate, which could not reasonably be expected to result in have a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters, to the extent such violation could reasonably be expected to have a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiary that Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any of its Restricted Subsidiary Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any of its Restricted Subsidiary Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened. The hours worked by and (b) none payments made to employees of the Borrower or the and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Restricted Subsidiaries, or for which any claim may be made against the Borrower or any of its Restricted Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Restricted Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Restricted Subsidiaries is bound that could reasonably be expected to result in a Material Adverse Effect.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (other than the Disclosed Matters) or (ii) none of that specifically involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to has incurred any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, knows of any facts or circumstances that could reasonably be expected to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to result in any Environmental Liability. (ci) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to their knowledge, threatened, (ii), the knowledge of the Borrower, threatened in writing hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters, and (iii) all material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, in the case of each of the preceding clauses (i) through (iii), except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (d) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth in Schedule 3.06 hereto, the Reorganization Plan Documents and in PLC’s Annual Report on Schedule 3.06Form 10-K for the year ended December 31, (i) 2023, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerParent, threatened against or affecting the Borrower Parent or any of its Restricted Subsidiary Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither Parent nor any of the Borrower or any its Restricted Subsidiary Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against Parent or any of its Restricted Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge employees of the Borrower, threatened in writing Parent and (b) none of the Borrower or the its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from Parent or any of Law dealing with wage its Restricted Subsidiaries, or for which any claim may be made against Parent or any of its Restricted Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Parent or such Restricted Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Parent or any of its Material Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened in writing that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any matters thatother applicable Federal, state, local or foreign law relating to such matters, to the extent such violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, . All material payments due from the Borrower or any Restricted Subsidiary pending orof its Subsidiaries, to or for which any claim may be made against the knowledge Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Borrower, threatened in writing and (b) none books of the Borrower or such Subsidiary, except where the Restricted Subsidiaries have been failure to do so, individually or in violation the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Fair Labor Standards Act Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries is bound that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, for the Disclosed Matters: (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerCompany, threatened against or affecting the Borrower Company or any Restricted Subsidiary that (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Effect and or (ii) none of that involve the Borrower Loan Documents or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effectthe Transactions. (bii) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, none of neither the Borrower or Company nor any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) hasknows of any basis for any Environmental Liability. (iii) There are no pending or, to the knowledge of the BorrowerCompany, any basis to reasonably expect that Holdingsthreatened strikes, lockouts, slowdowns or work stoppages against the Borrower Company or any Restricted Subsidiary, or unfair labor practice complaint or grievance or arbitration proceeding arising out of or under any collective bargaining agreement under which the Company or any Subsidiary will become subject is bound, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of the Company and the Subsidiaries have not been in violation in any Environmental Liability. (c) Except with material respect of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, and all material payments due from the Company or any matters Subsidiary, or for which any claim may be made against the Company or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Company or such Subsidiary except for such violations and payment failures that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes . The consummation of the Transactions will not give rise to any right of termination or other labor disputes against Holdings, right of renegotiation on the Borrower part of any union under any collective bargaining agreement under which the Company or any Restricted Subsidiary pending oris bound (except, with respect to Subsidiaries that are not Subsidiary Guarantors, for such rights of termination or renegotiation that, individually or in the knowledge of the Borroweraggregate, threatened could not reasonably be expected to result in writing and a Material Adverse Effect). (b) none Since the date of this Agreement, there has been no change in the status of the Borrower Disclosed Matters that, individually or in the Restricted Subsidiaries have been in violation of aggregate, has resulted in, or materially increased the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour matterslikelihood of, a Material Adverse Effect.

Litigation, Environmental and Labor Matters. (a) Except as set forth on described in Schedule 3.063.06 hereof, (i) there are no actions, suits suits, proceedings or proceedings claims by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business Transactions in a manner that is or could reasonably be expected to have a Material Adverse Effectbe adverse to the Lenders. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any reasonable basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually or in the aggregatethreatened, which could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters, and all material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or suits, proceedings or, to the Borrower’s knowledge, investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable probability of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, threatened in writing, except to the extent such strikes, lockouts or slowdowns, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters, except to the extent such violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened in writing. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any matters thatother applicable Federal, state, local or foreign law relating to such matters, to the extent such violations, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, . All material payments due from the Borrower or any Restricted Subsidiary pending orof its Subsidiaries, to or for which any claim may be made against the knowledge Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Borrower, threatened in writing and (b) none books of the Borrower or such Subsidiary, except where the Restricted Subsidiaries have been failure to do so, individually or in violation the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The consummation of the Fair Labor Standards Act Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (ba) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (cb) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth in Schedule 3.06 attached hereto and the Borrower’s Quarterly Report on Schedule 3.06Form 10-Q for the quarter ended June 30, (i) 2015, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect As of the Effective Date, there are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Material Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, . (ia) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, threatened that could reasonably be expected, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the any Borrower, threatened in writing against or affecting the Borrower Company or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with is in violation of any Environmental Law or to obtainhas not obtained, maintain or comply is not maintaining or complying with any permit, license or other approval required under any Environmental Law, or (ii) has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim claim, or has knowledge of any threatened claim, with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Company or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing writing. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted Company and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Company or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Company or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Company or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Company or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerBorrowers, threatened against or affecting the Borrower Company or any Restricted Subsidiary that (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Effect and (other than the Disclosed Matters) or (ii) none of that specifically reference or directly relate to the Borrower Loan Documents or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effectthe Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, none of neither the Borrower or Company nor any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the has actual knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (d) There are no pending or, to the knowledge of the Borrowers, threatened strikes, lockouts, slowdowns or work stoppages against the Company or any Subsidiary, or unfair labor practice complaint or grievance or arbitration proceeding arising out of or under any collective bargaining agreement under which the Company or any Subsidiary is bound, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of the Company and the Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, and all material payments due from the Company or any matters Subsidiary, or for which any claim may be made against the Company or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Company or such Subsidiary, except for such violations and payment failures that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, (a) there are no strikes . The consummation of the Transactions will not give rise to any right of termination or other labor disputes against Holdings, right of renegotiation on the Borrower part of any union under any collective bargaining agreement under which the Company or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour mattersis bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings (to the Knowledge of the Borrower) investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge Knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge Knowledge of the Borrower, become subject to any Environmental Liability, or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to the Knowledge of the Borrower, threatened that could reasonably be expected to result in a Material Adverse Effect; the hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any matters thatother applicable Federal, individually state, local or in foreign law relating to such matters, except to the aggregate, extent of any such violations that could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, ; all payments due from the Borrower or any Restricted Subsidiary pending orof its Subsidiaries, to or for which any claim may be made against the knowledge Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Borrower, threatened in writing and (b) none books of the Borrower or such Subsidiary, except to the Restricted Subsidiaries have been extent that the failure to do so could not reasonably be expected to result in violation a Material Adverse Effect; and the consummation of the Fair Labor Standards Act Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of a Responsible Officer the BorrowerCompany, threatened in writing against or affecting the Borrower Company or any Restricted Subsidiary that could reasonably be expectedof its Subsidiaries (i) as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined, could, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Company or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowerany Responsible Officer, threatened in writing writing. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted Company and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Company or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Company or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Company or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Company or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (other than the Disclosed Matters) or (ii) none that involve the validity or enforceability of this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (ba) Except for the Disclosed Matters, and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (cb) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened, or any matters thatviolation of the Occupational Safety and Health Act, which could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, to the extent such violation could reasonably be expected to have a Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent the failure to make such payments or accruals individually or in the aggregate, aggregate could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes . The consummation of the Transactions will not give rise to any right of termination or other labor disputes against Holdings, right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted its Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour mattersis bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of a Responsible Officer of the BorrowerCompany, threatened in writing against or affecting the Borrower Company or any Restricted Subsidiary that could reasonably be expectedof its Subsidiaries (A) as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined, could, individually or in the aggregate, to result in a Material Adverse Effect and or (iiB) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (bii) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Company nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (iiB) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iiiC) has received written notice of any claim with respect to any Environmental Liability or (ivD) has, to knows of any basis for any Environmental Liability on the knowledge part of the Borrower, any basis to reasonably expect that Holdings, the Borrower Company or any Restricted Subsidiary will become subject to any Environmental Liabilityof its Subsidiaries. (ciii) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Company or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowerany Responsible Officer, threatened in writing writing. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted Company and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Company or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Company or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Company or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Company or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that could of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of the Borrower that involve this Agreement or any Subsidiary has treated, stored, transported, Released other Loan Documents and (x) would materially and adversely affect the transactions set forth in the Loan Documents or disposed otherwise contemplated hereby or (y) contests in any manner the validity or enforceability of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effectmaterial provision of any Loan Document. (b) Except with respect to any other matters that, individually or in the aggregate, could would not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any reasonable basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters thatas would not reasonably be expected, either individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, Effect (a) there are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing and (b) none the hours worked by and payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. The consummation of Law dealing with wage and hour mattersthe Assurex Acquisition will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound, to the extent the occurrence of such right would reasonably be expected to result in a Material Adverse Effect.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerHoldings, threatened against or affecting the Borrower Holdings or any Restricted Subsidiary that of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none that involve the validity or enforceability of any of the Borrower Loan Documents or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effectthe Transactions. (b) Except for Disclosed Matters, and except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither Holdings nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters thatAs of the Effective Date, the Disclosed Matters, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (d) As of the Effective Date, (a) there are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge their knowledge, threatened, which could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower, threatened in writing Holdings and (b) none of the Borrower or the Restricted its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters to the extent such violation could reasonably be expected to result in a Material Adverse Effect. All material payments due from Holdings or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against Holdings or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Holdings or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Holdings or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth in Schedule 3.06 hereto and the Borrower’s Annual Report on Schedule 3.06Form 10-K for the year ended December 31, (i) 2012, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Material Restricted Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or suits, proceedings or, to the knowledge of Borrower, investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect As of the Effective Date: there are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, ; the Borrower or any Restricted Subsidiary pending or, hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; all material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect; and the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour matters.133 US-DOCS\115047431.4

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the such Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to such Borrower and its Subsidiaries (other than the Disclosed Matters set forth on Schedule 3.06) or (ii) none of that involve any Loan Document or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except for the Disclosed Matters, (i) neither such Borrower nor any of its Subsidiaries has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect with respect to such Borrower and its Subsidiaries and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectEffect with respect to such Borrower and its Subsidiaries, none neither such Borrower nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (iA) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, Law (iiB) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iiiC) has received written notice of any claim with respect to any Environmental Liability or (ivD) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, could not reasonably be expected to result in has resulted in, or materially increased the likelihood of, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Effect with respect to such Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none that involve the validity or enforceability of any of the Borrower Loan Documents or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effectthe Transactions. (b) Except for Disclosed Matters, and except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters thatAs of the Effective Date, the Disclosed Matters, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (d) As of the Effective Date, (a) there are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened, which could reasonably be expected to have a Material Adverse Effect. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters to the extent such violation could reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth in Schedule 3.06 hereto and in Parent’s Annual Report on Schedule 3.06Form 10-K for the year ended December 31, (i) 2020, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerParent, threatened against or affecting the Borrower Parent or any of its Restricted Subsidiary Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither Parent nor any of the Borrower or any its Restricted Subsidiary Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against Parent or any of its Restricted Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge employees of the Borrower, threatened in writing Parent and (b) none of the Borrower or the its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from Parent or any of Law dealing with wage its Restricted Subsidiaries, or for which any claim may be made against Parent or any of its Restricted Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Parent or such Restricted Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Parent or any of its Material Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the any Borrower, threatened against or affecting the Borrower Partnership or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Partnership nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability of the Partnership or any Subsidiary or (iv) has, to the knowledge knows of any basis for any Environmental Liability of the Borrower, any basis to reasonably expect that Holdings, the Borrower Partnership or any Restricted Subsidiary will become subject to any Environmental LiabilitySubsidiary. (c) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (ai) there neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries. (d) There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Partnership or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge their knowledge, threatened which could reasonably be expected to result in a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower, threatened in writing Loan Parties and (b) none of the Borrower or the Restricted their Subsidiaries have not been in violation of (i) the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour matters.or

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.063.06(a) attached hereto, (i) there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against the Borrower, any of its Subsidiaries, or affecting the Borrower against any of their properties or any Restricted Subsidiary that revenues (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result (in a Material Adverse Effect and (ii) none each case, taking into account the reasonable likelihood of the Borrower or any Subsidiary has treatedan adverse determination), stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectEffect or (ii) that involve this Agreement or the Transactions. (b) Except as set forth on Schedule 3.06(b) attached hereto, and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority Authority, including, without limitation, any Gaming Authority, pending against or, to the knowledge of the BorrowerResponsible Officers of the Borrower and its Subsidiaries, threatened against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability of or affecting the Borrower or any Subsidiary or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, for any Environmental Liability of or affecting the Borrower or any Restricted Subsidiary will become subject to any Environmental LiabilitySubsidiary. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened, except for any matters such strikes, lockouts or slowdowns that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of (i) the Fair Labor Standards Act or (ii) any other Requirements applicable Federal, state, local or foreign law relating to such matters, which in the case of Law dealing with wage this clause (ii) could reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting the Borrower Holdings or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither Holdings nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Holdings or any Restricted Subsidiary of its Subsidiaries pending or, to their knowledge, threatened. To Holdings’ and Borrower’s best knowledge, the knowledge hours worked by and payments made to employees of the Borrower, threatened in writing Holdings and (b) none of the Borrower or the Restricted its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. To Holdings’ and Borrower’s best knowledge, all material payments due from Holdings or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against Holdings or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Holdings or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Holdings or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings (to the Knowledge of the Borrower) investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge Knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thatthe Knowledge of the Borrower, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, ; the Borrower or any Restricted Subsidiary pending or, hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; all payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect; and the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour matters.. 134 US-DOCS\115047431.4127573765.6

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Transactions. Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability Liability. There are no strikes, lockouts or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, slowdowns against the Borrower or any Restricted Subsidiary will become subject of its Subsidiaries pending or, to any Environmental Liability. (c) Except with respect to any matters thattheir knowledge, threatened that could reasonably be expected, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth in Schedule 3.06 hereto and the Borrower’s Annual Report on Schedule 3.06Form 10-K for the year ended December 31, (i) 2009 and the Borrower’s Quarterly Report on Form 10-Q for the period ending September 30, 2010, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Material Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Material Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Material Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Material Subsidiaries, or for which any claim may be made against the Borrower or any of its Material Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Material Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse Effect, Effect in the aggregate (ai) there are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to their knowledge, threatened, (ii) the knowledge of the Borrower, threatened in writing hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters, (iii) all material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary and (iv) the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of a Responsible Officer of the BorrowerCompany, threatened in writing against or affecting the Borrower Company or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse Effect, none either individually or in the aggregate, neither the Company nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Company or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of a Responsible Officer of the BorrowerCompany, threatened in writing writing. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted Company and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Company or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Company or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Company or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Company or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the any Borrower, threatened against or affecting the Borrower Partnership or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither the Partnership nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability of the Partnership or any Subsidiary or (iv) has, to the knowledge knows of any basis for any Environmental Liability of the Borrower, any basis to reasonably expect that Holdings, the Borrower Partnership or any Restricted Subsidiary will become subject to any Environmental LiabilitySubsidiary. (c) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (ai) there neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries. (d) There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Partnership or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge their knowledge, threatened which could reasonably be expected to result in a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower, threatened in writing Loan Parties and (b) none of the Borrower or the Restricted their Subsidiaries have not been in violation of (i) the Fair Labor Standards Act or (ii) any other Requirements applicable Federal, state, local or foreign law relating to such matters which violation under this clause (ii) could reasonably be expected to result in a Material Adverse Effect. All material payments due from the Partnership or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Partnership or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Partnership or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Partnership or any of its Subsidiaries is bound. No Loan Party is engaged in any unfair labor practice that has had or could reasonably be expected to have a Material Adverse Effect.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect As of the Effective Date: there are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, ; the Borrower or any Restricted Subsidiary pending or, hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect; all material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect; and the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) since July 15, 2025, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour matters.,

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerBorrowers, threatened against or affecting the Borrower Borrowers or any Restricted Subsidiary that Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or Borrowers nor any Restricted Subsidiary Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse Effect, : (ai) there are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower Borrowers or any of their Restricted Subsidiary Subsidiaries pending or, to their knowledge, threatened, (ii) the knowledge hours worked by and payments made to employees of the Borrower, threatened in writing Borrowers and (b) none of the Borrower or the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters and (iii) all payments due from the Company or any of Law dealing with wage its Restricted Subsidiaries, or for which any claim may be made against the Borrowers or any Restricted Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrowers or such Restricted Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrowers or any Restricted Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Ultimate Parent or the Borrower, threatened against or affecting the Borrower Ultimate Parent or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (other than the Disclosed Matters) or (ii) none that involve the validity or enforceability of this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except for the Disclosed Matters, and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither Ultimate Parent nor any of the Borrower or any Restricted Subsidiary its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against Ultimate Parent or any of its Subsidiaries pending or, to their knowledge, threatened, or any matters thatviolation of the Occupational Safety and Health Act, which could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of Ultimate Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, to the extent such violation could reasonably be expected to have a Material Adverse Effect. All material payments due from Ultimate Parent or any of its Subsidiaries, or for which any claim may be made against Ultimate Parent or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Ultimate Parent or such Subsidiary, except to the extent the failure to make such payments or accruals individually or in the aggregate, aggregate could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes . The consummation of the Transactions will not give rise to any right of termination or other labor disputes against Holdings, right of renegotiation on the Borrower part of any union under any collective bargaining agreement under which Ultimate Parent or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted its Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour mattersis bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings or, to the knowledge of the Borrower, investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (except for litigation disclosed prior to the Effective Date in reports publicly filed by the Borrower under the Securities Exchange Act of 1934, as amended) or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (ai) as of the Effective Date, there are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to their knowledge, threatened, (ii) the knowledge of the Borrower, threatened in writing hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters, and (iii) all material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06in the SEC Reports, (i) there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except as set forth in the SEC Reports or with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries or Immaterial Entities (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower nor any of its Subsidiaries or any Restricted Subsidiary Immaterial Entities (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries or Immaterial Entities pending or, to any matters their knowledge, threatened, except for those that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, . During the two (a2) there are no strikes or other labor disputes against Holdingsyears prior to the Effective Date, the Borrower or any Restricted Subsidiary pending or, hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted Subsidiaries and Subsidiary Guarantors have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters, except for any violations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement in the U.S. under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (ba) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability Liability. (b) There are no strikes, lockouts or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, slowdowns against the Borrower or any Restricted Subsidiary will become subject of its Subsidiaries pending or, to any Environmental Liability. (c) Except with respect to any matters thattheir knowledge, threatened that could reasonably be expected, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on described in Schedule 3.063.06 to the Disclosure Letter, (i) there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters except such violations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, . All material payments due from the Borrower or any Restricted Subsidiary pending orof its Subsidiaries, to or for which any claim may be made against the knowledge Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Borrower, threatened in writing and (b) none books of the Borrower or the Restricted Subsidiaries have been in violation such Subsidiary. The consummation of the Fair Labor Standards Act Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any material permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any material Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, overtly threatened in writing. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters thatwhere such violation could reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries, individually or in for which any claim may be made against the aggregateBorrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent such payments or claims could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes . The consummation of the Transactions will not give rise to any right of termination or other labor disputes against Holdings, right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted its Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour mattersis bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters except such violations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, . All material payments due from the Borrower or any Restricted Subsidiary pending orof its Subsidiaries, to or for which any claim may be made against the knowledge Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the Borrower, threatened in writing and (b) none books of the Borrower or the Restricted Subsidiaries have been in violation such Subsidiary. The consummation of the Fair Labor Standards Act Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any other Requirements of Law dealing with wage and hour mattersits Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect.any (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour matters.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of their knowledge, threatened. To the Borrower’s knowledge, threatened in writing the hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. To the Borrower’s knowledge, all material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on described in Schedule 3.063.06 hereof, (i) there are no actions, suits suits, proceedings or proceedings claims by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none that, as of the Borrower Effective Date, involve this Agreement or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effectthe Transactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect (i) As of the Effective Date, there are no strikes, lockouts or material slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually or in the aggregate, could threatened and (ii) except as would not reasonably be expected to result in have a Material Adverse Effect, (aA) there are no strikes strikes, lockouts or other labor disputes material slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to their knowledge, threatened, (B) the knowledge of the Borrower, threatened in writing hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in material violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters and (C) material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. As of the Effective Date, the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (other than the Disclosed Matters) or (ii) none that involve the validity or enforceability of this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except for the Disclosed Matters, and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened, or any matters thatviolation of the Occupational Safety and Health Act, which could reasonably be expected to have a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters, to the extent such violation could reasonably be expected to have a Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent the failure to make such payments or accruals individually or in the aggregate, aggregate could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes . The consummation of the Transactions will not give rise to any right of termination or other labor disputes against Holdings, right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted its Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour mattersis bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, threatened that could reasonably be expected, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour matters.employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or 72

Litigation, Environmental and Labor Matters. (a) Except as set forth in the Borrower’s Annual Report on Schedule 3.06Form 10-K for the year ended December 31, (i) 2008 and the Borrower’s Quarterly Report on Form 10-Q for the period ending June 30, 2009, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Material Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Material Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Material Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Material Subsidiaries, or for which any claim may be made against the Borrower or any of its Material Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Material Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim against Borrower or any of its Subsidiaries with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth in Schedule 3.06 hereto, Parent’s Annual Report on Schedule 3.06Form 10-K for the year ended December 31, (i) 2016, Parent’s Quarterly Reports on Form 10-Q for the fiscal quarter ended September 31, 2016 and Parent’s 8-K filings on April 11, 2017, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the BorrowerParent, threatened against or affecting the Borrower Parent or any of its Restricted Subsidiary Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none neither Parent nor any of the Borrower or any its Restricted Subsidiary Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against Parent or any of its Restricted Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge employees of the Borrower, threatened in writing Parent and (b) none of the Borrower or the its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from Parent or any of Law dealing with wage its Restricted Subsidiaries, or for which any claim may be made against Parent or any of its Restricted Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of Parent or such Restricted Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which Parent or any of its Material Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (ia) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, threatened that could reasonably be expected, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none ​ employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings claims by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) none of the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (ai) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened in writing and (bii) none of the Borrower or the Restricted Subsidiaries have been in violation of the Fair Labor Standards Act or any other Requirements of Law dealing with wage and hour matters.

Litigation, Environmental and Labor Matters. (a) Except as set forth disclosed on Schedule 3.06, (i) there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (c) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to the knowledge of the Borrowertheir knowledge, threatened in writing threatened. The hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (ba) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge knows of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to for any Environmental Liability. (cb) As of the Effective Date, there are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened. Except with respect to any matters that, individually or in the aggregate, for violations that could not reasonably be expected to result in have a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters. Except as could not reasonably be expected to have a Material Adverse Effect, all material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse Effect.Transactions. 66 (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, has become subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, threatened that could reasonably be expected, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth in Schedule 3.06 hereto and the Borrower’s Annual Report on Schedule 3.06Form 10-K for the year ended December 31, (i) 2010 and the Borrower’s Quarterly Report on Form 10-Q for the period ending March 31, 2011, there are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Restricted Subsidiary of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and or (ii) none of that involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of neither the Borrower or nor any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become is subject to any Environmental Liability, Liability or (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to any Environmental Liability. (c) Except with respect There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to any matters thattheir knowledge, individually threatened that have resulted in, or in the aggregate, could not reasonably be expected to result in in, a Material Adverse Effect, (a) there are no strikes or other labor disputes against Holdings, the Borrower or any Restricted Subsidiary pending or, . The hours worked by and payments made to the knowledge of the Borrower, threatened in writing and (b) none employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary except to the extent that the failure to do so has not resulted in, and could not reasonably be expected to result in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Material Restricted Subsidiaries is bound.

Litigation, Environmental and Labor Matters. (a) Except as set forth on Schedule 3.06, (i) there There are no actions, suits suits, proceedings or proceedings investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Restricted Subsidiary that of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (other than the Disclosed Matters) or (ii) none of that specifically involve this Agreement or the Borrower or any Subsidiary has treated, stored, transported, Released or disposed of Hazardous Materials at or from any currently or formerly owned real property or facility relating to its business in a manner that could reasonably be expected to have a Material Adverse EffectTransactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Borrower or any Restricted Subsidiary of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has, to the knowledge of the Borrower, become subject to has incurred any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) has, knows of any facts or circumstances that could reasonably be expected to the knowledge of the Borrower, any basis to reasonably expect that Holdings, the Borrower or any Restricted Subsidiary will become subject to result in any Environmental Liability. (ci) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) there There are no strikes strikes, lockouts or other labor disputes slowdowns against Holdings, the Borrower or any Restricted Subsidiary of its Subsidiaries pending or, to their knowledge, threatened, (ii), the knowledge of the Borrower, threatened in writing hours worked by and (b) none payments made to employees of the Borrower or the Restricted and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other Requirements applicable Federal, state, local or foreign law relating to such matters, and (iii) all material payments due from the Borrower or any of Law dealing with wage its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and hour mattersemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary, in the case of each of the preceding clauses (i) through (iii), except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (d) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.