No litigation, investigation or proceeding (including any environmental proceeding) of or before any arbitrator or Governmental Authority is pending or, to the knowledge of a Responsible Officer of any Credit Party, threatened in writing by or against any Credit Party or any of its Subsidiaries or against any of its or their respective properties or revenues # with respect to the Credit Documents or any Loan or any of the transactions contemplated hereby, or # which would reasonably be expected to have a Material Adverse Effect.

No Material Litigation. Except as previously disclosed to the Agent and ​ pursuant to [subsection 4.3], no litigation, inquiry, investigation, injunction or restraining order (including any proposed statute, rule or regulation) shall be pending, entered or threatened which, in the reasonable judgment of the Required ​, could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No legal or regulatory action or proceeding shall have commenced and be continuing against the [[Organization A:Organization]] or any of its Subsidiaries since the Second Amendment Effective Date which has, or would reasonably be expected to have, a Material Adverse Effect.

No Litigation. (i) Other than the Cases, or as stayed upon commencement of the Cases, no litigation, adversary proceeding, suit, action, or proceeding before or by any Governmental Body shall be continuing or, to the knowledge of any Loan Party, threatened in writing against any Loan Party or against the respective officers or directors of any Loan Party # in connection with this Agreement, the Other Documents, or any of the Transactions and which, in the reasonable opinion of [[Organization B:Organization]], is deemed material or # which could, in the reasonable opinion of [[Organization B:Organization]], have a Material Adverse Effect; and # no injunction, writ, restraining order or other order of any nature materially adverse to any Loan Party or the conduct of its respective business or inconsistent with the due consummation the Transactions shall have been issued by any Governmental Body;

No Litigation. There are no legal or governmental proceedings pending or threatened to which the Company or any Subsidiary is a party or to which any of the properties of the Company or any Subsidiary is subject # other than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus or # that are required to be described in the Registration Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

No Litigation. Other than disclosed at Section 3.(k) herein, there is no action, suit, proceeding at law or in equity, arbitration or administrative or other proceeding by or before any court or any other governmental authority pending or, to the knowledge of Seller, threatened against Seller, the Shares or Seller’s other properties or assets that could reasonably be anticipated to have any effect on the transactions contemplated by this Agreement, and Seller has no knowledge or any facts or circumstances that could reasonably be anticipated to give rise to any such proceeding.

No Litigation. No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any Governmental Entity, that # declares this Agreement invalid or unenforceable in any material respect, # prevents or significantly delays the consummation of the transactions contemplated hereby, or # imposes or will impose restrictions on Patriot, the Bank or any of their Affiliates to sell, to hold separate or otherwise dispose of any material assets, or to materially alter the conduct or operations, or to materially restrict, or otherwise change in any material respect, the assets or business of Patriot, the Bank, or any of their Affiliates (including without limitation ​ from and after the Effective Time); and # no action or proceeding before any Governmental Entity shall have been instituted by any Governmental Entity, or by any other Person (other than an Affiliate of the Bank), which # seeks to prevent or delay the consummation of the transactions contemplated by this Agreement, # challenges the validity or enforceability of this Agreement, # seeks to impose restrictions on Patriot, the Bank or any of their Affiliates to sell, to hold separate or otherwise dispose of any material assets, or to materially alter the conduct or operations, or to materially restrict, or otherwise change in any material respect, the assets or business of Patriot, the Bank or any of their Affiliates (including without limitation ​ from and after the Effective Time).

No Material Loss. The Company has not sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or action, order or decree of any governmental entity; and, since the date as of which information is given in the Prospectus, there has not been any material change in the ownership or long-term debt of the Company or any material adverse change, or any development that may cause a prospective material adverse change, in or affecting the general affairs, management, financial position, business prospects or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus;

No Material Misstatements. No statement, information, report, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the syndication or negotiation of this Agreement or any other Loan Document or included herein or therein or delivered pursuant hereto or thereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not materially misleading.

No Material Notices. None of the following events shall have occurred and be continuing: # receipt by the Company or any of its subsidiaries of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; # the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; # receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or # the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.