Common use of Litigation; Compliance with Laws Clause in Contracts

Litigation; Compliance with Laws. (a) 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 in writing against Holdings or the Borrower or any Subsidiary or any business, property or rights of any such person (i) that purport to affect or pertain to any Loan Document or (ii) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties is in violation of, nor will the continued operation of their material properties as currently operated violate, any applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There 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 against or the Borrower, threatened in writing against affecting Intermediate Holdings or the Borrower or any Subsidiary or any business, property or rights of any such person Person (i) that purport to affect or pertain to involve any Loan Document or the Transactions or (ii) could as to which there is a reasonable probability 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. (b) Other than as could not reasonably be expected to result in a Material Adverse EffectAs of the Closing Date, none of Intermediate 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 operated conducted violate, any applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could would reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except for the Disclosed Matters, 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 in writing against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such person (i) that purport as to affect or pertain to any Loan Document or (ii) 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) Other than as could not reasonably be expected to result in a Material Adverse Effect, 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 operated conducted violate, any applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, in each case where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There 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 or the Parent Borrower, threatened in writing against Holdings or the affecting any Borrower or any Subsidiary or any business, property or rights of any such person (i) that purport to affect or pertain to involve any Loan Document or the Transactions or (ii) 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. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, none None of Holdings, the Borrower Borrowers 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 operated conducted (or as proposed to be conducted pursuant to the Transaction Documents) violate, any applicable law, rule or regulation (including any zoning, building, ordinance, code Health Care Law or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged PropertyEnvironmental Law), or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There 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 or Regulatory Authority now pending or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings or affecting the Borrower or any Subsidiary or any business, property or rights of any such person Person (i) that purport to affect or pertain with respect to any of the Loan Document Documents (other than any such action, suit or proceeding initiated or threatened in writing by any Agent or Lender) or (ii) that could reasonably be expected, individually or in the aggregate, expected to result in have a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, 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 as currently operated violate, any applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental or Regulatory Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority Authority, and no arbitration proceeding or governmental investigation, now pending or, to the knowledge of Holdings or the Borrowerany Responsible Officer of any Loan Party, threatened in writing against Holdings or the Borrower or any Subsidiary Company or any business, property or rights of any such person Company (i) that purport involve any Loan Document or any of the Transactions and that is reasonably likely to be adversely determined and, as a result thereof, would adversely affect in any material respect the validity or pertain to enforceability of any Loan Document or (ii) could reasonably be expectedthat could, individually or in the aggregate, to result in a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower . No Company or any of the Subsidiaries or any of their respective material properties its property is in violation of, nor will the continued operation of their material properties its property as currently operated conducted violate, any applicable law, rule or regulation Requirements of Law (including any zoning, building, zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, any Company’s Real Property or is in default with respect to any judgment, writ, injunction, decree or order Requirement of any Governmental AuthorityLaw, where any such violation or default could default, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in 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 or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such person (i) that purport to affect or pertain to which involve any Loan Document or the Transactions or (ii) could reasonably be expectedas to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, to result in a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, 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 operated conducted violate, any applicable law, rule or regulation (including any zoning, building, Environmental and Safety 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, injunction or decree or order of any Governmental Authority, where except any such violation violations or default defaults that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) 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 or the Borrower, threatened in writing against Holdings or the Borrower or affecting any Subsidiary Loan Park or any business, property or rights of any such person Person (i) that purport to affect or pertain to involve any Loan Document or the Transactions or (ii) as to which there is a 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. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, none None of Holdings, the Borrower or any of and the Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their such material properties and assets as currently operated conducted violate, any applicable law, rule or regulation (including any zoningHealth Care Law, buildingany Environmental Law, any zoning or building ordinance, code or approval or any building permitspermit) or any restrictions restriction of record or agreements affecting the Mortgaged Propertyany such properties or assets, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any other than, in each case, such violation or default violations and defaults that, individually and in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There 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 or the Borrower, threatened in writing against Holdings or affecting the Borrower or any Subsidiary of its subsidiaries or any business, property or rights of any such person (i) that purport to affect or pertain to 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) Other than as could not reasonably be expected to result in a Material Adverse Effect, none None of Holdings, the Borrower or any of the Subsidiaries its subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently operated conducted violate, any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Propertyany such material properties, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in Schedule 8.09, 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 SSCC or the any Borrower, threatened in writing against Holdings or the affecting SSCC, any Borrower or any Subsidiary of their respective Subsidiaries or any business, business or property or rights of any such person Person that (i) that purport purports to affect the legality, validity or pertain to enforceability of any Loan Document or the Transactions or (ii) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse EffectNone of SSCC, none of Holdings, the any Borrower or any of the Subsidiaries or and any of their respective material Subsidiaries nor any of their respective properties or assets is (i) in violation of, nor will the continued operation of their material properties and assets as currently operated conducted violate, any applicable law, rule or regulation rule, regulation, statute (including any zoning, building, Environmental Laws, ordinance, code or approval or any building permits) in respect of the conduct of its business, the relationship with its employees and the ownership of its property or any restrictions of record or agreements affecting the Mortgaged PropertyProperties, where such violations could reasonably be expected to have a Material Adverse Effect or is (ii) in default with respect to any judgment, writ, injunction, decree or order of of, any Governmental Authority, where any such violation defaults, individually or default in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There 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 or in arbitration now pending or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings or affecting the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that purport to affect or pertain to involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected, individually or in the aggregate, expected to result in have a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, none None of Holdingsthe Borrower, 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 operated conducted violate, ) any applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permitspermit) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, Property or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There 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 or the Borrower, threatened in writing against Holdings or affecting the Borrower or any Subsidiary or any business, property or rights of any such person (i) that purport to affect or pertain to 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) Other than as could not reasonably be expected to result in a Material Adverse Effect, 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 operated conducted violate, any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in the financial statements referred to in Section 3.05, 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 in writing against Holdings or affecting the Borrower or any Subsidiary or any business, property or rights of any such person Person (i) that purport to affect or pertain to 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) Other than as could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, Neither the Borrower or nor 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 operated conducted violate, any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There 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 or the Borrower, threatened in writing against Holdings or affecting the Borrower or Borrower, any Subsidiary or any business, property or rights of any such person (i) that purport to affect involve this Agreement or pertain to any Loan Document 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) Other than as could not reasonably be expected to result in a Material Adverse Effect, none Neither of Holdings, the Borrower or nor 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 operated conducted violate, any law, rule or regulation applicable to the Oil and Gas Business or any other applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property), or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09, there are no actions, suits suits, investigations or other proceedings at law or in equity or by or before any Governmental Authority or in arbitration now pending or, to the knowledge of Holdings or the Borrower, threatened in writing against Holdings or affecting the Borrower or any Subsidiary of the Subsidiaries or any business, property or rights of any such person (i) that purport to affect or pertain to involve any Loan Document or the Transactions or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected, individually or in the aggregate, expected to result in have a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, none None of Holdingsthe Borrower, 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 operated conducted violate, ) any applicable law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permitspermit) or any restrictions restriction of record or agreements agreement affecting the any Mortgaged Property, Property or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth in Schedule 3.09, there are no not any material 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 in writing against Holdings or affecting the Borrower or any Subsidiary or any business, property or rights of any such person (i) that purport to affect or pertain to which involve any Loan Document or the Transactions or (ii) could reasonably be expectedas to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, to result in a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, none Effect or materially adversely affect the Transactions. (b) None of Holdingsthe Borrower, 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 operated conducted violate, ) any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Propertypermit), or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 4.9, 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 or the Borrower, threatened in writing against Holdings or the affecting Borrower or any Subsidiary of its subsidiaries or any business, property or rights of any such person (i) that purport to affect involve any Credit Document or pertain to any Loan Document 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) Other than as could not reasonably be expected to result in a Material Adverse Effect, none None of Holdings, the Borrower or any of the Subsidiaries its subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently operated conducted violate, any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Propertyany such material properties, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) 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 Parent Holdings or the Borrower, threatened in writing against or affecting Parent Holdings or the Borrower or any Subsidiary or any business, property or rights of any such person Person (i) that purport to affect or pertain to 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) Other than as could not reasonably be expected to result in a Material Adverse Effect, none None of Parent 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 operated conducted violate, any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There 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 FRD, FRI-M or the any Borrower, threatened in writing against Holdings or the affecting FRD, any Borrower or any other Subsidiary or any business, property or rights of any such person (i) that purport to affect or pertain to involve any Loan Document or the Transactions or (ii) could that have had or are reasonably be expectedlikely to have, either individually or in the aggregate, to result in a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse Effect, none None of HoldingsFRD, the Borrower Borrowers or any of the other Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently operated conducted violate, any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the any Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect. (c) Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed.

Litigation; Compliance with Laws. (a) There As 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 Holdings or affecting the Borrower or any Subsidiary of its Restricted Subsidiaries or any business, property or rights of any such person (i) that purport to affect or pertain to involve any Loan Document or (ii) could reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect. (b) Other than as could not reasonably be expected to result in a Material Adverse EffectAs of the Closing Date, none of Holdingsthe Borrower, 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 operated conducted violate, ) any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permitspermit) or any restrictions restriction of record or agreements agreement affecting the Mortgaged Propertyany material real property, or is in default with respect to any judgment, writ, injunction, injunction or decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on SCHEDULE 3.08(a), 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 Borrowerany Company, threatened in writing against Holdings or the Borrower or affecting any Subsidiary Company or any business, property or rights of any such person Company (i) that purport to affect or pertain to involve any Loan Document or any of 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) Other than as could not reasonably be expected to result in a Material Adverse EffectExcept for matters covered by SECTION 3.18, none of Holdings, the Borrower no Company or any of the Subsidiaries or any of their respective material properties its property (i) is in violation of, nor will the continued operation of their material properties its property as currently operated conducted violate, any applicable law, rule or regulation Requirements of Law (including any zoning, building, zoning or building ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, any Company's Real Property or (ii) is in default with respect to any judgment, writ, injunction, decree decree, rule or order of any Governmental Authority, where any such violation or default default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) 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 in writing against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such person Person (i) that purport to affect or pertain to 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) Other than as could not reasonably be expected to result in a Material Adverse Effect, 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 operated conducted violate, any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There Except as set forth on Schedule 3.09 or Schedule 3.17, 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 or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any Subsidiary or any business, property or rights of any such person (i) that purport to affect or pertain to involve any Loan Document 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) Other than as could not reasonably be expected to result in a Material Adverse EffectExcept for matters covered by Section 3.17, 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 operated conducted violate, any applicable law, rule or regulation (including any zoning, building, zoning or building 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 any such violation or default could reasonably be expected to result in a Material Adverse Effect.

Litigation; Compliance with Laws. (a) There 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 in writing against Holdings or affecting the Borrower or any Subsidiary or any business, property or rights of any such person Person (i) that purport to affect or pertain to 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) Other than as could not reasonably be expected to result 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, none . (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 operated conducted violate, any applicable law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where any such violation or default could reasonably be expected to result in a Material Adverse Effect.