Pending Litigation. There are no actions, suits, proceedings or written agreements pending, or, to the Company’s knowledge, threatened or proposed, against the Company or any of its Subsidiaries at law or in equity before or by any Governmental Agency, that would reasonably be expected to have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or materially and adversely affect the issuance or payment of the Subordinated Notes; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.

Litigation. There are no actions, suits,suits or proceedings or written agreements pending,pending against or, to the Company’s knowledge,knowledge of the Company, threatened or proposed, against the Company or any of its Subsidiaries at lawSubsidiary in any court or in equity before or by any Governmental Agency, that wouldgovernmental department, agency or instrumentality, which have a reasonable likelihood of adverse determination, and such adverse determination could reasonably be expected to have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or materially and adversely affect the issuance or payment of the Subordinated Notes; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.Effect.

SECTION # Litigation. There areExcept for the matters disclosed in the Company’s Latest Form 10-Q, there is no actions, suits, proceedingsaction, suit or written agreements pending, or,proceeding pending against, or to the Company’s knowledge,knowledge of the Company threatened against or proposed, againstaffecting, the Company or any of its Subsidiaries at lawbefore any court or arbitrator or any governmental body, agency or official in equity beforewhich there is a reasonable possibility of an adverse decision which could materially adversely affect the business, consolidated financial position or by any Governmental Agency, that would reasonably be expected to have a Material Adverse Effect onconsolidated results of operations of the Company and any of its Consolidated Subsidiaries, takenconsidered as a whole, or materially and adversely affectwhich in any manner draws into question the issuancevalidity or paymentenforceability of this Agreement or the Subordinated Notes; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.Notes.

Absence of Litigation. There areis no actions, suits, proceedingsaction, suit, claim, proceeding, inquiry or written agreements pending,investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Company’s knowledge, threatened or proposed, againstknowledge of the Company or any of its Subsidiaries at lawSubsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in equity before or by any Governmental Agency,their capacity as such, that would reasonably be expected tocould have a Material Adverse Effect onEffect. [Schedule 3(i)] contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company andor any of its Subsidiaries, taken as a whole, or materially and adversely affect the issuance or payment of the Subordinated Notes; the aggregate of all pending legal or governmental proceedingswithout regard to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, could not reasonably be expected to result inwhether it would have a Material Adverse Effect on theEffect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of its Subsidiaries, taken as a whole.the foregoing.

Section # Litigation. There areis no actions, suits, proceedingslitigation, arbitration, governmental investigation, proceeding or written agreements pending,inquiry pending or, to the Company’s knowledge,knowledge of the Company, threatened against or proposed, againstaffecting the Company or any of its Material Subsidiaries at law or in equity before or by any Governmental Agency, that wouldwhich could reasonably be expected to have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or materially and adversely affect the issuance or payment of the Subordinated Notes; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.Effect.

Absence of Litigation. There areis no actions, suits, proceedingsaction, suit, claim, proceeding, inquiry or written agreements pending,investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Company’s knowledge, threatened or proposed, againstknowledge of the Company or any of its Subsidiaries at lawSubsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in equity before or by any Governmental Agency,their capacity as such, that would reasonably be expected tocould have a Material Adverse Effect onEffect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company andor any of its Subsidiaries, taken as a whole, or materially and adversely affect the issuance or payment of the Subordinated Notes; the aggregate of all pending legal or governmental proceedingswithout regard to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, could not reasonably be expected to result inwhether it would have a Material Adverse Effect on theEffect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of its Subsidiaries, taken as a whole.the foregoing.

Litigation. There are no actions, suits, proceedingsproceedings, claims or written agreements pending,disputes pending or, to the Company’s knowledge, threatenedknowledge of the Company, threatened, at law, in equity, in arbitration or proposed,before any Governmental Authority, by or against the Company or any of its Subsidiaries at lawor against any of their properties or revenues that # purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or # either individually or in equity before or by any Governmental Agency, thatthe aggregate, would reasonably be expected to have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or materially and adversely affect the issuance or payment of the Subordinated Notes; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.Effect.

Litigation. ThereExcept as set forth in [Schedule 2.11] of the Company Schedules, there are no actions,claims, suits, actions or proceedings or written agreements pending,pending or, to the Company’s knowledge, threatened or proposed, against the Company or any of its Subsidiaries at lawbefore any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator, in each case that would, individually or in equity before or by any Governmental Agency, that wouldthe aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or materially and adversely affect the issuance or payment of the Subordinated Notes; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.Effect.