There is no Proceeding pending , or to the Knowledge of the Companies, threatened or anticipated relating to or affecting (a)  any Company or the Business or any asset owned or used by it; or (b) the Transactions.  To the Knowledge of the Companies, n o event has occurred or circumstance exists that would reasonably be expected to give rise to or serve as a basis for the commencement of any such Proceeding.  There is no outstanding Order to which any Company or any asset owned or used by it is subject.  Schedule 4.17 lists all Proceedings pending at any time within the past five years in which each Company has been named as a defendant (whether directly, by counterclaim or as a third-party defendant) and all Proceedings pending at any time within the past five years in which each Company has been a plaintiff.  Schedule 4.17  lists all Orders in effect at any time within the past five years to which each Company has been subject or any asset owned or used by each Company is subject.