Except as set forth on Schedule 4.15 , and except as would not reasonably be expected to have a Material Adverse Effect, (i) there is no Action pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary or, to the Knowledge of the Company, any of their respective directors, officers, or managers in their capacity as such and (ii) neither the Company nor any Company Subsidiary is subject to any Governmental Order.