Searches. Agent shall have received such lien, tax, judgment, pending litigation and bankruptcy searches with respect to the Borrowers as it reasonably requires;

Section # Litigation. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Material Subsidiaries which could reasonably be expected to have a Material Adverse Effect.

Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

To the best knowledge of Assignor, there is no action, litigation, investigation, condemnation or proceeding of any kind pending against the Assignor or the Assets;

Litigation Cooperation. From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

Litigation Control. The Party pursuing or controlling any action or defense under Section 8.2, 8.3, or 8.4 (the “Controlling Party”) shall be free to enter into a settlement, consent judgment, or other voluntary disposition of any such action or defense, provided, however, that # the Controlling Party shall consult with the other Party (the “Secondary Party”) prior to entering into any settlement, consent judgment, or voluntary disposition thereof, # any settlement, consent judgment or other voluntary disposition of such actions which # subjects the Secondary Party to any non-indemnified liability or obligation or # admits fault or wrongdoing on the part of Secondary Party must, in each case, be approved in writing by Secondary Party, # any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Primary Field of any Primary Patents or Legacy Patents must, in each case, be approved in writing by Primary, and # any settlement, consent judgment, or other voluntary disposition of such actions which materially limits the scope, validity, or enforceability in the Legacy Field of any Legacy Patents or Licensed Primary Patents must, in each case, be approved in writing by Legacy. The Party whose approval is required under any of the conditions described (the “Approving Party”) above shall provide the other Party notice of the Approving Party’s approval or denial of such approval within ten (10) business days of any request for such approval by the other Party, provided that # in the event the Approving Party wishes to deny such approval, such notice shall include a written description of the Approving Party’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition and # the Approving Party shall be deemed to have approved such proposed settlement, consent judgment, or other voluntary disposition in the event it fails to provide such notice within such ten (10) business day period.

The Parties hereto agree that any and all costs and expenses incurred by, attributed to or otherwise payable by Dauman, Abrams and/or the members of the Viacom Board (including the Independent Directors) in connection with the Massachusetts Action, the California Actions, the Delaware Actions and the negotiation, enforcement and defense of this Settlement, including, without limitation, attorneys’ fees, expert fees, vendor fees disbursements and fees in connection with the filings set forth in Section 11 hereof (collectively, “Litigation Costs”), shall be paid by Viacom as incurred, and, to the extent any such Litigation Costs have been paid by any of the foregoing individuals prior to the Effective Date, Viacom shall reimburse all such Litigation Costs to the applicable individual upon the execution of this Settlement. Without limiting the foregoing, NAI hereby ratifies and approves all actions taken by the Viacom Board on or prior to the Effective Date only with respect to any Litigation Costs incurred on or prior to the Effective Date and all payments made in respect of such Litigation Costs.

No Litigation. Seller is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge, and is not a party to (or threatened to be made a party to) any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator. Nor are there any disputes or disagreements with any current, past, or potential clients of Seller.

Litigation Cooperation. Executive agrees to cooperate with the Company, during the Term and thereafter (including following Executive's termination of employment for any reason), by making himself reasonably available to testify on behalf of the Company in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any Subsidiary as requested; provided, however that the same does not materially interfere with his then current professional activities. The Company agrees to reimburse Executive, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or assistance.

Section # Litigation. As of the Closing Date and as of the date of each Advance, there shall be no material Litigation pending against the Property or the Project, which in Lender’s reasonable business judgment, materially affects Borrower’s ability to perform all of the terms and provisions of this Agreement.