There is no action, suit, proceeding, or arbitration (irrespective of whether purportedly on behalf of any Loan Party) at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, pending or, to the actual knowledge of Borrower, threatened in writing against or affecting any Loan Party, that could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);

There isare no action, suit, proceeding,actions, suits or arbitration (irrespective of whether purportedly on behalf of any Loan Party) at law or in equity,proceedings by or before any arbitrator or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign,Governmental Authority pending against or, to the actual knowledge of Borrower,​ knowledge, threatened in writing against or affecting any Loan Party, thatParty # as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expectedexpected, individually or in the aggregate, to have a Material Adverse Effect on(other than the Loan Parties, taken as a whole,Disclosed Matters) or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under# that involve the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);Transactions.

There isare no action, suit, proceeding,actions, suits, or arbitration (irrespective of whether purportedly on behalf of any Loan Party) at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign,proceedings pending or, to the actual knowledge of any Borrower, threatened in writing against a Loan Party or affecting any Loan Party,of its Subsidiaries that either individually or in the aggregate could reasonably be expected to haveresult in a Material Adverse Effect on the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);Effect.

There is noshall not exist any action, suit, investigation, or proceeding, pending or arbitration (irrespective of whether purportedly on behalf ofthreatened, in any Loan Party) at law or in equity,court or before any arbitrator or bygovernmental authority that purports to affect the Loan Parties or any federal, state, municipal,transaction contemplated hereby, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, pending or, to the actual knowledge of Borrower, threatened in writing against or affecting any Loan Party, that couldwould reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);Effect.

There isare no action, suit, proceeding,actions, suits or arbitration (irrespective of whether purportedly on behalf of any Loan Party) at law or in equity,proceedings by or before any arbitrator or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign,Governmental Authority pending against or, to the actual knowledge of the Borrower, threatened in writing against or affecting the Borrower or any Loan Party, thatSubsidiary # as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expectedexpected, individually or in the aggregate, to haveresult in a Material Adverse Effect onor # that involve any Loan Document or the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);Transactions.

There isare no action, suit, proceeding,actions, suits, proceedings, claims or arbitration (irrespective of whether purportedly on behalf of any Loan Party) at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign,disputes pending or, to the actual knowledge of Borrower,the Loan Parties, threatened in writingwriting, at law, in equity, in arbitration or before any Governmental Authority, by or against or affecting any Loan Party,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 on the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);Effect.

There isare no action, suit, proceeding,actions, suits, proceedings, claims or arbitration (irrespective of whether purportedly on behalf of any Loan Party) at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign,disputes pending or, to the actual knowledge of Borrower,the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in writingequity, in arbitration or before any Governmental Authority, by or against any ​ or affecting any Subsidiary or against any of their properties or revenues that # purport to affect or pertain to this Agreement or any other Loan Party, that couldDocument or any of the transactions contemplated hereby, or # either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);Effect.

There is no action, suit, or proceeding, or arbitration (irrespective of whether purportedly on behalf of any Loan Party) at lawgovernmental investigation or any arbitration, in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign,each case pending or, to the actual knowledge of the Borrower, threatened in writing against the Borrower or affecting any of the Subsidiaries or any material property of any thereof before any court or arbitrator or any governmental or administrative body, agency, or official which # challenges the validity of this Agreement or any other Loan Party, that couldDocument, # may reasonably be expected to have a material adverse effect on the ability of the Loan Parties or Pledgors to perform any of their respective obligations under this Agreement or any other Loan Document or on the rights of or benefits available to the Lenders under this Agreement or any other Loan Document or # except with respect to Disclosed Matters, may reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);Effect.

. There isare no action, suit, proceeding,actions, suits, proceedings, claims or arbitration (irrespective of whether purportedly on behalf of any Loan Party) at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign,disputes pending or, to the actual knowledge of Borrower, threatened in writing against or affecting 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 could# 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 on the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under the Loan Documents to which it is a party (including Borrower’s ability to repay any or all of the Loans when due);Effect.

There isare no action, suit, proceeding,actions, suits, or arbitration (irrespectiveproceedings pending, or to the knowledge of whether purportedly on behalfBorrower threatened, against or affecting Borrower or involving the validity or enforceability of any of the Loan Party)Documents, at lawLaw or in equity, or before or by any federal, state, municipal,governmental Borrower, except actions, suits, and proceedings that are fully covered by insurance or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, pending or,which, if adversely determined, would not materially impair the ability of Borrower to the actual knowledgeperform each and every one of Borrower, threatened in writing against or affecting any Loan Party, that could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or could reasonably be expected to materially and adversely affect such Person’s ability to perform its obligations under and by virtue of the Loan DocumentsDocuments; and Borrower is not in default with respect to which it is a party (including Borrower’s ability to repay any order, writ, injunction, decree, or alldemand of the Loans when due);any court or any governmental Borrower.