control system; Parents auditors and the Audit Committee of the Board of Directors of Parent have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect Parents ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in Parents internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
(bb) Regulations T, U, X. Neither the Issuer nor any Guarantor nor any of their respective subsidiaries nor any agent thereof acting on their behalf has taken, and none of them will take, any action that would cause this Agreement or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.
(cc) Compliance with Environmental Laws. Except as disclosed in the Pricing Disclosure Package and the Prospectus and except such matters as would not, individually or in the aggregate, result in a Material Adverse Change: (i) neither Parent nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation, ordinances, codes, orders, decrees, judgments and injunctions issued, promulgated or entered thereunder relating to pollution or protection of human health or the environment (including, without limitation, ambient air, indoor air, surface water, groundwater, drinking water, soil, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products or any other substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, subject to regulation or which can give rise to liability under any Environmental Law (as defined below) (collectively, Materials of Environmental Concern), or otherwise relating to the treatment, storage, disposal, or transport of Materials of Environmental Concern (collectively, Environmental Laws), which violation includes, without limitation, noncompliance with any permits or other governmental authorizations required for the ownership and operation of the business, properties and facilities of Parent or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has Parent or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that Parent or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, and neither Parent nor any of its subsidiaries has received written notice by any person or entity, alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of