There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any [[Loan Party:Organization]] or any Subsidiary or 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 the aggregate would reasonably be expected to have a Material Adverse Effect.

. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Loan Party, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or 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 the aggregate would reasonably be expected to have a Material Adverse Effect.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or 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 the aggregate could reasonably be expected to have a Material Adverse Effect.

As of the Closing Date, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any [[Loan Parties:Organization]] or any Restricted Subsidiary or against any of their properties, rights or revenues that # purport to pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby, or # either individually or in the aggregate could, if adversely determined, reasonably be expected to have a Material Adverse Effect.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of each Responsible Officer of the Borrowers after due and diligent investigation threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any of their Subsidiaries or 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 # as to which there is a reasonable likelihood of an adverse determination, and if determined adversely, could reasonably be expected to have a Material Adverse Effect.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Consolidated Party or 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 the aggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority (including, without limitation and the SEC), by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that # purport to affect or pertain to this Agreement, any other Loan Document or # either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or 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 the aggregate, would reasonably be expected to have a Material Adverse Effect.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or 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 # except as specifically disclosed in [Schedule 5.06], either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and there has been no material adverse change in the status, or financial effect on any Loan Party or any Subsidiary thereof, of the matters described on [Schedule 5.06].

Litigation There are no actions, suits, proceedings, claims or disputes pending or, to the best knowledge of the Borrowers after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrowers or any of its Subsidiaries or 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 # except as specifically disclosed in [Schedule 5.06], either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Loan Party or any Subsidiary thereof, of the matters described on [Schedule 5.06]. No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.