Common use of Litigation; Compliance with Laws Clause in Contracts

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could that would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsHoldings (prior to a Qualified IPO), the Borrower or any of Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (dc) Certificates of occupancy The Borrower and permits each Subsidiary are in effect for each Mortgaged Property as currently constructedcompliance with all Gaming Laws that are applicable to them and their businesses, and true and complete copies of such certificates of occupancy have been delivered except where a failure to so comply would not reasonably be expected to have, individually or in the Collateral Agent as mortgagee with respect to each Mortgaged Propertyaggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there are no actions, suits suits, investigations or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the BorrowerBorrowers, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary Restricted Subsidiary, or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this AgreementClosing Date, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings, the Borrower Holdings or any of the Restricted Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth disclosed in SEC filings of the Borrower made on Schedule 3.09or before the Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of Holdings or the Borrower, investigations by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings, the Borrower or any of Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings (prior to a Borrower Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsHoldings (prior to a Borrower Qualified IPO), the Borrower or any of Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate), any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval approval, or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Intermediate Holdings or any Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Intermediate Holdings or any Borrower, threatened in writing against or affecting Holdings or the Borrower (prior to a Qualified IPO), Intermediate Holdings or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), Intermediate Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09As of the Effective Date, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expectedexpected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. Except as set forth on Schedule 3.09(a), there are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to result the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Subsidiaries or any business, property or rights of any such person which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Since the date of this AgreementExcept as set forth on Schedule 3.09(b), there has been no change in the status none of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsBorrower, the Borrower or any of the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or permit, but excluding any restrictions of record or agreements affecting the Mortgaged PropertyEnvironmental Laws, which are subject to Section 3.16), or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits suits, proceedings or proceedings investigations at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect, except for any action, suit or proceeding at law or in equity or by, before or on behalf of any Governmental Authority or in arbitration which has been disclosed in the Borrower’s Registration Statement on Form 10 (including the information statement and the other exhibits contemplated thereby, in each case, in the form and to the extent so filed), in the form most recently filed with the SEC pursuant to the Securities Exchange Act of 1934 prior to the Effective Date. (b) Since the date of this Agreement, there has been no change in the status None of the matters disclosed on Schedule 3.09 thatBorrower, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restrictions restriction of record or agreements indenture, agreement or instrument affecting the Mortgaged any Real Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could that would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsHoldings (prior to a Qualified IPO), the Borrower or any of Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the BorrowerBorrowers, threatened in writing against or affecting Holdings or the Borrower Borrowers or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could that would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsHoldings (prior to a Qualified IPO), the Borrower or any of Borrowers, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) including those that involve any Loan Document or the Transactions or (iiDocument) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could that would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect, except for any action, suit or proceeding at law or in equity or by or on behalf of any Governmental Authority or in arbitration which has been disclosed to the Arrangers prior to the Closing Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints and damages, as any action, suit or proceeding so disclosed and in which there has been no material adverse change since the date of such disclosure. (b) Since the date of this Agreement, there has been no change in the status None of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsBorrower, the Borrower or any of the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or permit, but excluding any restrictions Environmental Laws, which are the subject of record or agreements affecting the Mortgaged PropertySection 3.16), or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a1) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Restricted Subsidiary or any business, property or rights of any such person Person (i) that involve but excluding any Loan Document actions, suits or proceedings arising under or relating to any Environmental Laws, which are subject to Section 3.13), in each case, except for the Transactions or (ii) as to Disclosed Matters, which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c2) None of Holdings, To the Borrower or any knowledge of the Subsidiaries Borrower, none of the Borrower, any Restricted Subsidiary or any of their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval approval, or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.13) or any restrictions restriction of record or agreements agreement affecting the Mortgaged Propertyany property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth disclosed in SEC filings of the Borrower made on Schedule 3.09or before the Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of Holdings or the Borrower, investigations by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (ca) None of Holdings, the Borrower or any of Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings (prior to a Qualified IPO of the Borrower) or the Borrower, threatened in writing against or affecting Holdings or Holdings, the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could that would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date None of this Agreement, there has been no change in the status Holdings (prior to a Qualified IPO of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsBorrower), the Borrower or any of Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09As of the Closing Date, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expectedexpected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. Except as set forth on Schedule 3.09(a), there are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to result the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Subsidiaries or any business, property or rights of any such person which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Since the date of this AgreementExcept as set forth on Schedule 3.09(b), there has been no change in the status none of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsBorrower, the Borrower or any of the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth disclosed in SEC filings of the Borrower made on Schedule 3.09or before the Closing Date, there are no actions, suits or proceedings at law or in equity or, to the knowledge of Holdings or the Borrower, investigations by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect.. 61 (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings, the Borrower or any of Borrower, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09As of the Effective Date, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of its subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expectedexpected to have, individually or in the aggregate, a Material Adverse Effect or materially adversely affect the Transactions. Except as set forth on Schedule 3.09(a), there are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to result the knowledge of the Borrower, threatened in writing against or affecting the Borrower or any of the Subsidiaries or any business, property or rights of any such person which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Since the date of this AgreementExcept as set forth on Schedule 3.09(b), there has been no change in the status none of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsBorrower, the Borrower or any of the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination determination, and that, in the case of this clause (ii), if adversely determined, determined could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, except where such violation or default could not reasonably be expected to result in a Material Adverse Effect. (dc) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered or made available to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there are no not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings the Parent or the Borrower, threatened against or affecting Holdings or the Parent, the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or Closing Date Transactions, (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. , (biii) Since that could materially and adversely effect the date of this Agreement, there has been no change in the status ability of the matters disclosed on Schedule 3.09 thatLoan Parties to fully and timely perform their respective obligations under the Loan Documents or the other documents executed in connection with the Transactions or the ability of the parties to consummate the Transactions or (iv) that have or would have, individually or in the aggregate, has resulted ina reasonable likelihood of restraining, preventing or materially increased imposing burdensome conditions on the likelihood of, a Material Adverse EffectTransactions. (cb) None of HoldingsThe Parent, the Borrower or any of the Subsidiaries or any of their respective material properties or assets and each Subsidiary is in violation ofcompliance with all laws, nor will the continued operation of their material properties regulations, consent decrees and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order orders of any Governmental AuthorityAuthority applicable to it (including, without limitation, the Federal Communications Act and the regulations thereunder, employee health and safety laws and Environmental Laws) or its property and all indentures, agreements and other instruments binding upon it or its property, except where such violation the failure to comply, individually or default in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the BorrowerBorrowers, threatened in writing against or affecting Holdings or the Borrower Borrowers or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could that would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of HoldingsHoldings (prior to a Qualified IPO), the Borrower or any of Borrowers, the Subsidiaries or any of and their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a1) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings or the any Borrower, threatened in writing against or affecting Holdings or the any Borrower or any Restricted Subsidiary or any business, property or rights of any such person Person (i) that involve but excluding any Loan Document actions, suits or the Transactions proceedings arising under or (ii) as relating to any Environmental Laws, which there is a reasonable possibility of an adverse determination and thatare subject to Section 3.14), if adversely determinedin each case, could which would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c2) None To the knowledge of Holdingsthe Borrowers, none of the Borrowers, the Borrower or any of the Restricted Subsidiaries or any of their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval approval, or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.14) or any restrictions restriction of record or agreements agreement affecting the Mortgaged Propertyany property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d3) Certificates of occupancy Each Loan Party represents and permits warrants to the Agent and the Lenders that the products distributed by each Loan Party and its Subsidiaries are (i) in effect for each Mortgaged Property as currently constructedcompliance with the Controlled Substances Act, and true (ii) in compliance in all material respects with the Agricultural Improvement Act of 2018, regulations of the Food & Drug Administration, and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Propertyapplicable state controlled substances laws.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings or the Borrower or any Subsidiary or any business, property or material rights of the Borrower or any such person Subsidiary (i) that that, as of the Closing Date, involve any Loan Document or the Transactions or, at any time thereafter, involve any Loan Document or the Transactions and which could reasonably be expected to be material and adverse to the interests of the Borrower and its Subsidiaries, taken as a whole, or the Lenders, or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed Except as set forth on Schedule 3.09 that3.09, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None none of Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits, but not including any Environmental Law which is the subject of Section 3.17) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (dc) Certificates of occupancy and permits Permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Intermediate Holdings or the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Intermediate Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower (prior to a Qualified IPO), Intermediate Holdings or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings (prior to a Qualified IPO), Intermediate Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 3.16) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits suits, proceedings or proceedings investigations at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect., except for any action, suit or proceeding at law or in equity or by, before or on behalf of any Governmental Authority or in arbitration which has been disclosed in any of the Borrower’s Annual Report on Form 10-K for the year ended May 30, 2020 or the Target’s Annual Report on Form 10-K for the year ended December 31, 2020.. (b) Since the date of this Agreement, there has been no change in the status None of the matters disclosed on Schedule 3.09 thatBorrower, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None of Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently |US-DOCS\123898161.25157781893.13|| conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restrictions restriction of record or agreements indenture, agreement or instrument affecting the Mortgaged any Real Property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, there There are no actions, suits or proceedings at law or in equity or by or before on behalf of any Governmental Authority or in arbitration now pending pending, or, to the knowledge of Holdings or the Lead Borrower, threatened in writing against or affecting Holdings or the Borrower Holdco or any Subsidiary of its Subsidiaries or any business, property or rights of any such person (ibut excluding any actions, suits or proceedings arising under or relating to any Environmental Laws, which are subject to Section 5.16) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, determined could reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Since . To the date of this Agreement, there has been no change in the status knowledge of the matters disclosed on Schedule 3.09 thatLead Borrower, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect. (c) None none of Holdings, the Borrower Holdco or any of the its Subsidiaries or any of their respective material properties or assets is in violation of, of (nor will the continued operation of their material properties and assets as currently conducted violate, ) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval approval, or any building permitspermit, but excluding any Environmental Laws, which are subject to Section 5.16) or any restrictions restriction of record or agreements agreement affecting the Mortgaged Propertyany property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect. Schedule 5.09 lists all ongoing litigation as of the Closing Date that is material, notwithstanding such matters could not be reasonably expected to have a Material Adverse Effect. (d) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.