Common use of Litigation Clause in Contracts

Litigation. There are no actions, suits, proceedings or investigations pending or, to the Borrower's knowledge, threatened by or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notes.

Litigation. There are no actions, suits, suits or proceedings or investigations pending or, to the knowledge of the Borrower's knowledge, threatened by threatened, at law, in equity, in arbitration or before any court Governmental Authority, by or against the Borrower or any governmental authority, body of its Subsidiaries that (a) purport to call into question the validity or agency enforceability of this Agreement or any arbitration board which other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, suits or proceedings or investigations pending or, to the knowledge of the Borrower's knowledge, threatened by or before any court (i) with respect to the Transaction or any governmental authorityCredit Document or (ii) that either individually or in the aggregate, body have had, or agency or any arbitration board which are would reasonably likely be expected to materially adversely affect the businesshave, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesa Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims, disputes or investigations pending or, to the knowledge of Borrower's knowledge, threatened by threatened, at law, in equity, in arbitration or before any court or any governmental authority, body by or agency against Borrower or against any of its properties or revenues that (a) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Loan Agreement or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position other loan agreement or results of operations any of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notestransactions contemplated hereby.

Litigation. There are no actions, suits, proceedings investigations, proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its property that (a) purport to affect or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or thereby, or (b) either individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, arbitrations or governmental investigations pending or, to the Borrower's knowledge, threatened by or before any Governmental Authority or other court or any agency now filed or otherwise pending, and to Borrower’s knowledge there are no such actions, suits, proceedings, arbitrations or governmental authorityinvestigations threatened in writing against Borrower, body or agency Guarantor or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability Collateral, in each case, (a) with respect to any of the Borrower Loan Documents or any of the transactions contemplated hereby or thereby or (b) that would reasonably be expected to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of any Borrower after reasonable investigation, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or against the Company or any governmental authority, body of its Subsidiaries or agency against any of their properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending oror threatened in writing, to the Borrower's knowledgeat law, threatened by in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, suits or proceedings or investigations pending or, to the knowledge of the Borrower's knowledge, threatened by or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely with respect to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or any of its Subsidiaries (i) that have had, or could reasonably be expected to have, a Material Adverse Effect, or (ii) that question the authority validity or ability enforceability of any of the Loan Documents, or of any action to be taken by the Borrower or any of the other Credit Parties pursuant to perform its obligations under this Agreement or any of the NotesLoan Documents.

Litigation. There are is no actionsaction, suitssuit, proceedings proceeding or investigations arbitration pending oragainst, or to the Borrower's knowledgeknowledge of the Borrower threatened against or affecting, threatened by the Borrower or any Subsidiary before any court or arbitrator or any governmental authoritybody, body or agency or any arbitration board official in which are there is a reasonable likelihood of an adverse decision which could reasonably likely be expected to materially adversely affect the business, property, assets, financial position have a Material Adverse Effect or results of operations of which has been brought by the Borrower or any Subsidiary and which in any manner questions the authority validity or ability enforceability of this Agreement, the Notes or any of the Borrower to perform its obligations under this Agreement or the Notesother Loan Documents.

Litigation. There are is no actionsaction, suitssuit or proceeding pending, proceedings or investigations pending or, to the Borrower's knowledgeknowledge of the Borrower threatened, threatened by against or affecting the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental authoritybody, body or agency or official which could have a Material Adverse Effect or which in any arbitration board which are reasonably likely to materially adversely affect manner draws into question the businessvalidity or enforceability of, property, assets, financial position or results of operations of could impair the Borrower or the authority or ability of the Borrower to perform its obligations under under, this Agreement Agreement, the Notes or any of the Notesother Loan Documents.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of any Borrower's knowledge, threatened by threatened, at law, in equity, in arbitration or before any court Governmental Authority, by or against any Borrower or any governmental authority, body Restricted Subsidiary or agency against any of their properties that (a) purport to affect or any arbitration board which are reasonably likely pertain to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims, disputes or investigations of or before any Governmental Authority, pending or, to the Borrower's knowledgeknowledge of any Group Member, threatened in writing, at law or in equity, by or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any Restricted Subsidiary or against any of their properties or revenues that (a) either individually or in the authority aggregate could reasonably be expected to have a Material Adverse Effect or ability of the Borrower (b) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document or any of the Notestransactions contemplated hereby.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrower after reasonable investigation, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suitsclaims, suits or proceedings or investigations pending or, to the Borrower's knowledge, threatened by or reasonably anticipated against or affecting Borrower or any Subsidiary of Borrower in any court or before any court arbitrator or before any government commission, board, bureau or other administrative agency that, if adversely determined, may reasonably be expected to result in a material adverse change in Borrower's business, operations, assets or financial condition as a whole, or that would affect the validity or enforceability of this Agreement, the Warehousing Note or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesother Loan Document.

Litigation. There are is no actionsaction, suits, proceedings suit or investigations proceeding pending or, to the best of the Borrower's ’s knowledge, threatened by against the Borrower or the applicable Fund(s) in any court or before any court arbitrator or governmental body which seeks to restrain any governmental authority, body of the transactions contemplated by this Agreement or agency which could reasonably be expected to have a material adverse effect on the assets or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of business operations of the Borrower or the authority applicable Fund(s) or the ability of the Borrower such applicable Fund(s) to pay and perform its their respective obligations hereunder and under this Agreement or the Notes.; and

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrower after due and diligent investigation, threatened by in writing, at law, in equity, in arbitration or before any court Governmental Authority, by or against any Loan Party or any governmental authorityof its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, body or agency any other Loan Document, or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower transactions contemplated hereby, or (b) either individually or in the authority or ability of the Borrower aggregate could reasonably be expected to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims, disputes or investigations pending or, to the knowledge of the Borrower's knowledge, threatened by threatened, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or against any of its properties or revenues that (a) could reasonably be expected to be adversely determined, and, if so determined, either individually or in the authority aggregate could reasonably be expected to have a Material Adverse Effect or ability (b) purport to affect or pertain to any Loan Document or any of the Borrower to perform its obligations under this Agreement or the Notestransactions contemplated hereby.

Litigation. There are no actions, suits, proceedings or investigations of any kind pending or, to or threatened against any of the Borrower's knowledge, threatened by Borrowers or their Restricted Subsidiaries before any court court, tribunal or administrative agency or board (a) that, if adversely determined, would have a Material Adverse Effect, or (b) which question the validity of this Credit Agreement or any governmental authorityof the other Loan Documents, body or agency or any arbitration board which are reasonably likely action taken or to materially adversely affect the business, property, assets, financial position be taken pursuant hereto or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesthereto.

Litigation. There are is no actions, suits, proceedings or investigations Litigation pending or, to the knowledge of the Borrower's knowledge, threatened by threatened, at Law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any other Loan Party or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are is no actionsaction, suitssuit or proceeding pending, proceedings or investigations pending or, to the Borrower's knowledgeknowledge of the Borrowers threatened, threatened by against or affecting the Borrowers or any of their Subsidiaries before any court or arbitrator or any governmental authoritybody, body or agency or official which could have a Material Adverse Effect or which in any arbitration board which are reasonably likely to materially adversely affect manner draws into question the businessvalidity or enforceability of, property, assets, financial position or results of operations of could impair the Borrower or the authority or ability of the Borrower Borrowers to perform its their obligations under under, this Agreement or any of the Notesother Credit Documents.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or (b) either individually or in the Notesaggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any Subsidiary or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suitsclaims, suits or proceedings or investigations pending or, to the Borrower's ’s knowledge, threatened by or reasonably anticipated against or affecting Borrower or any Subsidiary of Borrower in any court or before any court arbitrator or before any government commission, board, bureau or other administrative agency that, if adversely determined, may reasonably be expected to result in a material adverse change in Borrower’s business, operations, assets or financial condition as a whole, or that would affect the validity or enforceability of this Agreement, the Warehousing Note or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesother Loan Document.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Restricted Subsidiaries or ability against any of their properties or revenues (i) as of the Borrower Eighth Amendment Closing Date, that pertain to perform its obligations under this Agreement Agreement, any other Loan Document or the Notesconsummation of the Transactions or (ii) that would reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrowers, threatened by at law, in equity, in arbitration or before any court Governmental Authority, by or against the Parent Borrower or any governmental authority, body of its Subsidiaries or agency against any of their properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document, or (b) either individually or in the Notesaggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are is no actionsaction, suits, proceedings suit or investigations proceeding pending or, to the best of the Borrower's knowledge, threatened by against the Borrower or the applicable Fund(s) in any court or before any court arbitrator or governmental body which seeks to restrain any governmental authority, body of the transactions contemplated by this Agreement or agency which could reasonably be expected to have a material adverse effect on the assets or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of business operations of the Borrower or the authority applicable Fund(s) or the ability of the Borrower such applicable Fund(s) to pay and perform its their respective obligations hereunder and under this Agreement or the Notes.; and

Litigation. There are no actions, suits, proceedings or investigations pending or, to the Borrower's ’s knowledge, threatened by or before any court or any governmental authorityGovernmental Authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower and its Consolidated Entities, taken as a whole or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notes.

Litigation. There are is no actionsaction, suitssuit or proceeding pending against, proceedings or investigations pending or, to the Borrower's knowledgeknowledge of the Borrower threatened against or affecting, threatened by the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental authoritybody, body or agency or official which could reasonably be expected to have a Material Adverse Effect, or which in any arbitration board which are reasonably likely to materially adversely affect manner draws into question the business, property, assets, financial position or results validity of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notes.

Litigation. There are no actions, suits, suits or proceedings by or investigations before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower's knowledge, threatened by in writing against or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of affecting the Borrower or any Restricted Subsidiary (a) except for the authority Disclosed Matters, that would reasonably be expected, individually or ability in the aggregate, to result in a Material Adverse Effect or (b) that involve any of the Borrower to perform its obligations under this Agreement Loan Documents or the NotesTransactions.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by at law, in equity, in arbitration or before any court Governmental Authority, by or against any Loan Party or any governmental authoritySubsidiary thereof or against any of their respective properties or revenues that (a) purport to affect or pertain to this Agreement, body or agency or any arbitration board which are reasonably likely to materially adversely affect other Loan Document, the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Merger Agreement or the Notesconsummation of the transactions hereunder or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, suits or proceedings or investigations pending or, to the Borrower's knowledgeknowledge of the Borrower and its Subsidiaries, threatened by against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any court arbitrator of any kind or before or by any governmental authorityGovernmental Authority that (a) has or could reasonably be expected to have a Material Adverse Effect, body or agency or (b) materially and adversely affects any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the NotesTransaction contemplated hereby.

Litigation. There are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings or investigations pending or, to the knowledge of any Borrower's knowledge, threatened by against or before any court affecting Xxxxxxxxx or any governmental authorityof its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to any Loan Document or (b) if determined adversely, body could reasonably be expected, individually or agency or any arbitration board which are reasonably likely in the aggregate, to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesresult in a Material Adverse Effect.

Litigation. There are no actions, suits, suits or proceedings or investigations pending or, to the knowledge of any Borrower's knowledge, threatened by or before with respect to Holdings, any court Borrower or any governmental authoritySubsidiary of any Borrower (i) that have had, body or agency could reasonably be expected to have, a Material Adverse Effect, or (ii) that question the validity or enforceability of any of the Loan Documents, or of any action to be taken by the Company or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability other Credit Parties pursuant to any of the Borrower to perform its obligations under this Agreement or the NotesLoan Documents.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrower after due and diligent investigation, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or (b) either individually or in the Notesaggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrower after due and diligent investigation, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purports to affect the authority legality, validity or ability enforceability of any Loan Document or the consummation of the Borrower transactions contemplated hereby, or (b) could reasonably be expected to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, suits or proceedings or investigations pending ornor, to the knowledge of the Borrower's knowledge, threatened by against or in any other way relating adversely to or affecting the Borrower or any Subsidiary or any of their respective properties in any court or before any court arbitrator of any kind or before or by any governmental authorityGovernmental Authority that (i) has or could reasonably be expected to have a Material Adverse Effect, body or agency or any arbitration board which are reasonably likely to (ii) materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesaffects any transaction contemplated hereby.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrower threatened in writing, threatened by at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of any Borrower's knowledge, threatened by threatened, at law, in equity, in arbitration or before any court Governmental Authority, by or against such Borrower or any governmental authority, body of its Restricted Subsidiaries or agency against any of their properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document or any of the Notestransactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are is no actionslitigation, suitsaction, proceedings suit or investigations other legal or governmental proceeding pending or, to the best knowledge of the Borrower's knowledge, threatened by threatened, at law or in equity, or before or by any court arbitrator or any governmental authority, body or agency or any arbitration board which are reasonably likely Governmental Authority (i) relating to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations transactions under this Agreement or the Notes(ii) in which there is a reasonable possibility of an adverse decision that is likely to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrower after due and diligent investigation, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement, or any Related Document, or (b) except as specifically disclosed to the authority Lender, either individually or ability of in the Borrower aggregate, could reasonably be expected to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing, at law, in equity, in arbitration or before any court Governmental Authority, by or against the Loan Parties or against any governmental authority, body of their properties or agency revenues that (a) purport to affect or any arbitration board which are reasonably likely pertain to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or any other Loan Document, or (b) except as set forth on Schedule 4.6, either individually or in the Notesaggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suitsinvestigations, suits or proceedings or investigations pending or, to the knowledge of the Borrower's knowledge, threatened by threatened, at law, in equity or in arbitration, before any court court, other Governmental Authority, arbitrator or other Person, (i) against or affecting the Borrower, any of its Subsidiaries or any governmental authorityof their respective properties that could reasonably be expected to have a Material Adverse Effect, body or agency or any arbitration board which are reasonably likely (ii) with respect to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or any of the Notesother Credit Documents or any of the transactions contemplated hereby or thereby.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Restricted Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or the Notesconsummation of the Transactions or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are is no actionsaction, suitssuit, proceedings proceeding or investigations ---------- arbitration pending oragainst, or to the Borrower's knowledgeknowledge of the Borrower threatened against or affecting, threatened by the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental authoritybody, body or agency or official in which there is a reasonable likelihood of an adverse decision which would have a Material Adverse Effect or which in any arbitration board which are reasonably likely to materially adversely affect manner questions the business, property, assets, financial position validity or results enforceability of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notes.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or against Borrower or any governmental authority, body of its Subsidiaries or agency against any of their properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, arbitrations, investigations or proceedings or investigations pending or, to the Borrower's its knowledge, threatened by against any Borrower or any of their respective Subsidiaries or affecting any of the property thereof before any court Governmental Authority, (i) as to which individually or any governmental authority, body or agency or any arbitration board in the aggregate there is a reasonable likelihood of an adverse decision which are would be reasonably likely to materially adversely affect have a Material Adverse Effect or (ii) which questions the business, property, assets, financial position validity or results enforceability of operations any of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the NotesLoan Documents.

Litigation. There are no actions, suits, proceedings or investigations pending or, to the Borrower's ’s knowledge, threatened by or before any court or any governmental authorityGovernmental Authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notes.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations pending ordisputes pending, to the Borrower's knowledgeat law, threatened by in equity, in arbitration or before any court Governmental Authority, by or against any governmental authority, body Loan Party or agency against any of their properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) except as disclosed in Schedule 5.06, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations pending or, to the Borrower's knowledgedisputes pending, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or against any Loan Party or any governmental authority, body of its Subsidiaries or agency against any of their properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are is no actionsaction, suitssuit, proceedings or investigations proceeding, or any governmental investigation or any arbitration, in each case pending or, to the knowledge of the Borrower's knowledge, threatened by against Borrower, or any property of the Borrower before any court or arbitrator or any governmental authorityor administrative body, body agency, or agency official (i) which challenges the validity of this Agreement or any arbitration board which are of the other Loan Documents or (ii) which, as reasonably likely to materially adversely affect the businessbe determined, propertyand taking into account any insurance with respect thereto, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Noteswould constitute a Material Adverse Change.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeKnowledge of the Borrowers, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the against either Borrower or the authority against any of their Properties or ability of the Borrower revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or (b) if determined adversely, could reasonably be reasonably expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues which (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) individually or collectively, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no not any actions, suits, suits or proceedings at law or investigations in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower's knowledge, threatened by or before any court or any governmental authority, body or agency or any arbitration board which are (and reasonably likely to materially adversely affect be commenced) in writing against the business, property, assets, financial position Borrower or results any of operations its Restricted Subsidiaries or any property or rights of the Borrower or any of its Restricted Subsidiaries as to which there is a reasonable likelihood of an adverse determination and which, if adversely determined, would individually or in the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesaggregate result in a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrower after due and diligent investigation, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority against any of its properties or ability of the Borrower revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or the Notesconsummation of the Transaction, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of such Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or against such Borrower or any governmental authority, body Subsidiary or agency against any of their properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, investigations, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of any Guarantor or the Borrower threatened or contemplated in writing, threatened by at law, in equity, in arbitration or before any court Governmental Authority, by or against any governmental authority, body Company or agency against any of their properties or any arbitration board revenues which are reasonably likely (a) seek to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by threatened, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority or ability any of its Restricted Subsidiaries that (i) as of the Borrower Closing Date, purport to perform its obligations under affect or pertain to this Agreement Agreement, any other Loan Document or the Notesconsummation of the Transaction or (ii) has or, if adversely determined, would reasonably be expected to have, a Material Adverse Effect.

Litigation. There are is no actionsaction, suitssuit, proceedings investigation, litigation or investigations proceeding, in each case pending or, to the best knowledge of the Borrower's knowledge, threatened by affecting the Borrower or any of its Subsidiaries before any court or any court, governmental authority, body or agency or any arbitration board which are arbitrator that is reasonably likely to materially adversely affect the businesslegality, property, assets, financial position validity or results enforceability of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or any Note or the Notesconsummation of the transactions contemplated hereby.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) challenge the authority validity or ability enforceability of this Agreement, or (b) except as disclosed in the Borrower SEC Reports, either individually or in the aggregate could reasonably be expected to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suitsinvestigations, suits or proceedings or investigations pending or, to the Borrower's knowledgeknowledge of the Borrowers, threatened by threatened, at law, in equity or in arbitration, before any court court, other Governmental Authority, arbitrator or other Person, (i) against or affecting any of the Borrowers or their Subsidiaries, or any governmental authorityof their respective properties that, body if adversely determined, would reasonably be expected to have a Material Adverse Effect, or agency (ii) with respect to this Agreement, any of the other Credit Documents or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notestransactions contemplated hereby.

Litigation. There are no actions, suits, arbitrations, investigations or proceedings or investigations pending or, to the Borrower's its knowledge, threatened by against the Borrower or any of its Subsidiaries or affecting any of the Property of any of them before any court Governmental Authority (i) as to which individually or any governmental authority, body or agency or any arbitration board in the aggregate there is a reasonable likelihood of an adverse decision which are would be reasonably likely to materially adversely affect have a Material Adverse Effect or (ii) which questions the business, property, assets, financial position validity or results enforceability of operations any of the Borrower Loan Documents or any action to be taken in connection with the authority or ability of the Borrower to perform its obligations under this Agreement or the Notestransactions contemplated hereby.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby or (b) could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Restricted Subsidiaries or ability against any of their properties or revenues (i) as of the Borrower Restatement DateSecond Amendment Closing, that pertain to perform its obligations under this Agreement Agreement, any other Loan Document or the Notesconsummation of the Transactions or (ii) that would reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings or investigations pending or, to the knowledge of any Borrower's knowledge, threatened by against or before any court affecting Xxxxxxxxx or any governmental authorityof its Subsidiaries or against any of their properties or revenues that (i) purport to affect or pertain to any Loan Document or (ii) if determined adversely, body could reasonably be expected, individually or agency or any arbitration board which are reasonably likely in the aggregate, to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesresult in a Material Adverse Effect.

Litigation. There are no actions, suits, suits or proceedings or investigations pending ornor, to the knowledge of the Borrower's knowledge, threatened by against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any court arbitrator of any kind or before or by any governmental authorityGovernmental Authority that (a) has or could reasonably be expected to have a Material Adverse Effect, body or agency or any arbitration board which are reasonably likely to (b) materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesaffects any transaction contemplated hereby.

Litigation. There are no actions, suitssuits or proceedings pending against, proceedings or investigations pending or, to the Borrower's knowledgeknowledge of the Borrower threatened against or affecting, threatened (i) Borrower or any of its assets, or (ii) the Loan Documents or any of the transactions contemplated by the Loan Documents, by or before any court Governmental Authority or any governmental authorityarbitrator which could, body individually or agency or any arbitration board which are in the aggregate, reasonably likely be expected to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesresult in a Material Adverse Effect.

Litigation. There are no actions, suits, suits or proceedings or investigations pending or, to, the knowledge of the Borrower, threatened with respect to the Borrower's knowledge, threatened by or before any court Borrowers or any governmental authorityof their Subsidiaries (i) that have, body or agency could reasonably be expected to have, a Material Adverse Effect, or (ii) that question the validity or enforceability of any of the Credit Documents, or of any action to be taken by any Borrower or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability other Credit Parties pursuant to any of the Borrower to perform its obligations under this Agreement or the NotesCredit Documents.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrower after due and diligent investigation, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) if determined adversely, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues (a) that either individually or in the authority aggregate, could reasonably be expected to have a Material Adverse Effect or ability (b) on the Closing Date, involving any of the Borrower to perform its obligations under this Agreement Loan Documents or the NotesTransaction.

Litigation. There are no actions, suitsinvestigations, suits or proceedings or investigations pending or, to the knowledge of the Borrower's knowledge, threatened by threatened, at law, in equity or in arbitration, before any court court, other Governmental Authority or other Person, (i) against or affecting the Borrower, any of its Subsidiaries or any governmental authorityof their respective properties that would, body or agency or any arbitration board which are if adversely determined, be reasonably likely to materially adversely affect the business, property, assets, financial position have a Material Adverse Effect or results of operations of the Borrower or the authority or ability of the Borrower (ii) with respect to perform its obligations under this Agreement or any of the Notesother Loan Documents.

Litigation. There are is no actionslitigation, suitsaction, proceedings suit or investigations other legal or governmental proceeding pending or, to the best knowledge of the Borrower's knowledge, threatened by threatened, at law or in equity, or before or by any court arbitrator or any governmental authority, body or agency or any arbitration board which are reasonably likely Governmental Authority (i) relating to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations transactions under this Agreement or the Notes(ii) in which there is a reasonable possibility of an adverse decision that would have a Material Adverse Effect.

Litigation. There are is no actionsaction, suitssuit or proceeding pending, proceedings or investigations pending or, to the Borrower's knowledgeknowledge of the Borrower threatened, threatened by against or affecting the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental authoritybody, body or agency or official which could reasonably be expected to have a Material Adverse Effect, or which in any arbitration board which are manner draws into question the validity of, or could reasonably likely be expected to materially adversely affect impair the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under under, this Agreement Agreement, the Note or any of the Notesother Loan Documents.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending oror threatened in writing, to the Borrower's knowledgeat law, threatened by in equity, in arbitration or before any court Governmental Authority, by or against any Loan Party or any governmental authority, body Subsidiary or agency against any of their properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document or any of the Notestransactions contemplated hereby, or (b) if adversely determined, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no investigations, actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing, at law, in equity, in arbitration or before any court Governmental Authority, by or against any Loan Party or any governmental authorityof its Restricted Subsidiaries or against any of their properties or revenues that have a reasonable likelihood of adverse determination and such determination, body either individually or agency or any arbitration board which are in the aggregate, would reasonably likely be expected to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the authority or ability aggregate, could reasonably be expected to have, as of the Borrower to perform its obligations under this Agreement or the NotesClosing Date, a Closing Date Material Adverse Effect, and thereafter, a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened threatened, at law, in equity, in arbitration or by or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrowers, threatened by threatened, at law, in equity, in arbitration or before any court Governmental Authority, by or against a Loan Party or any governmental authorityof its Subsidiaries that (a) individually or in the aggregate, body if adversely determined, has or agency would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement, any arbitration board which are reasonably likely to materially adversely affect other Loan Document, or the business, property, assets, financial position or results of operations consummation of the Borrower or the authority or ability of the Borrower to perform its obligations transactions contemplated under this Agreement or the NotesAgreement.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document, or the authority or ability consummation of the Borrower Transaction, or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims, disputes or investigations pending or, to the Borrower's knowledge, threatened by or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations knowledge of the Borrower or the authority any Subsidiary, threatened, at Law, in equity, in arbitration or ability of before any Governmental Authority, by or against the Borrower or any Subsidiary or against any of their properties or revenues that (a) either individually or in the aggregate could reasonably be expected to perform its obligations under have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or any other Loan Document or any of the Notestransactions contemplated hereby.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing at law, in equity, in arbitration or before any court Governmental Authority by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) provides a reasonable basis for questioning the authority or ability of the Borrower to perform its obligations under this Agreement validity or the Notesenforceability of any Loan Document or (b) except as disclosed in Schedule 5.06(b), either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, suits or proceedings or investigations pending or, to the knowledge of the Borrower's knowledge, threatened by or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority or ability any of its properties before any Governmental Authority, as of the Borrower to perform its obligations under this Agreement Closing Date or at any time thereafter, (a) in which there is a reasonable possibility of an adverse determination that, individually or in the Notesaggregate, would have a Material Adverse Effect, or (b) that in any manner draws into question the validity, legality or enforceability of any Loan Document or any transaction contemplated thereby.

Litigation. There are no actions, suits, suits or proceedings or investigations pending or(nor, to the knowledge of the Borrower's knowledge, threatened by threatened) against or in any other way relating adversely to or affecting the Borrower in any court or before any court arbitrator of any kind or before or by any governmental authorityother Governmental Authority which if adversely determined, body or agency or any arbitration board which are reasonably likely to materially adversely affect would have a Material Adverse Effect on the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the NotesBorrower.

Litigation. There are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or investigations pending overtly threatened (or any basis therefor of which the Borrower has Knowledge) against or affecting the Borrower, or, to the Borrower's knowledge, threatened by or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations Knowledge of the Borrower Borrower, affecting any other Facility Party that (i) involve any Transaction Document or (ii) could reasonably be expected, individually or in the authority or ability of the Borrower aggregate, to perform its obligations under this Agreement or the Notesresult in a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing at law, in equity, in arbitration or before any court Governmental Authority by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) provides a reasonable basis for questioning the authority or ability of the Borrower to perform its obligations under this Agreement validity or the Notesenforceability of any Loan Document or (b) except as disclosed in Schedule 5.06(b), either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document or the authority or ability consummation of the Borrower Transaction, or (b) either individually or in the aggregate, could reasonably be expected to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Restricted Subsidiaries or ability against any of their properties or revenues (i) as of the Borrower Restatement Date, that pertain to perform its obligations under this Agreement Agreement, any other Loan Document or the Notesconsummation of the Transactions or (ii) that would reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to enjoin this Agreement, any other Loan Document or the authority or ability consummation of the Borrower Transaction, or (b) either individually or in the aggregate, could reasonably be expected to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of the Borrower's knowledge, threatened by in writing, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or any of its Subsidiaries that (a) challenge the authority validity or ability enforceability of any material provision of this Agreement, or (b) either individually or in the Borrower aggregate could reasonably be expected to perform its obligations under this Agreement or the Noteshave a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of any Borrower's knowledge, threatened by in writing, at law, in equity, in arbitration or before any court Governmental Authority, by or against the Company or any governmental authority, body Subsidiary or agency against any of their respective properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

Litigation. There Except as described in the Specified Disclosures, there are no actions, suitssuits or proceedings, proceedings by or investigations before any Governmental Authority pending against or, to the knowledge of the Borrower's knowledge, threatened by or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority or ability any of the Borrower to perform its obligations under Subsidiaries that (a) involve this Agreement or any other Loan Document or any of the Notestransactions contemplated hereby, or (b) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Litigation. There are no actions, suitsinvestigations, suits or ---------- proceedings or investigations pending or, to the knowledge of the Borrower's knowledge, threatened by threatened, at law, in equity or in arbitration, before any court court, other Governmental Authority or other Person, (i) against or affecting the Borrower, any of its Subsidiaries or any governmental authorityof their respective properties that would, body or agency or any arbitration board which are if adversely determined, be reasonably likely to materially adversely affect the businesshave a Material Adverse Effect, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower (ii) with respect to perform its obligations under this Agreement or any of the Notesother Credit Documents.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledgeknowledge of the Borrower threatened or contemplated, threatened by at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority any of its Subsidiaries or ability against any of the Borrower their properties or revenues which (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document, or any of the Notestransactions contemplated hereby, or (b) if determined adversely, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, proceedings or investigations pending or, to the Borrower's ’s knowledge, threatened by or before any court or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notes.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the knowledge of any Borrower's knowledge, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or against Newpark or any governmental authority, body of its Subsidiaries or agency against any of their properties or any arbitration board which are reasonably likely revenues that (a) purport to materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower pertain to perform its obligations under this Agreement or any other Loan Document or (b) either individually or in the Notesaggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suits, suits or proceedings or investigations pending ornor, to the knowledge of any Responsible Officer of the Borrower's knowledge, threatened by against or in any other way relating adversely to or affecting the Borrower or any of its Subsidiaries or any of their respective properties in any court or before any court arbitrator of any kind or before or by any governmental authorityGovernmental Authority that (a) has had or could reasonably be expected to have a Material Adverse Effect, body or agency or any arbitration board which are reasonably likely to (b) materially adversely affect the business, property, assets, financial position or results of operations of the Borrower or the authority or ability of the Borrower to perform its obligations under this Agreement or the Notesaffects any transaction contemplated hereby.

Litigation. There are is no actionsaction, suitssuit or proceeding pending, proceedings or investigations pending or, to the Borrower's knowledgeknowledge of the Borrower threatened, threatened by against or affecting the Borrower or any of its Subsidiaries before any court or arbitrator or any governmental authoritybody, body or agency or official which could have a Material Adverse Effect or which in any arbitration board which are reasonably likely to materially adversely affect manner draws into question the businessvalidity or enforceability of, property, assets, financial position or results of operations of could impair the Borrower or the authority or ability of the Borrower to perform its obligations under under, this Agreement Agreement, the Notes or any of the Notesother Transaction Documents.

Litigation. There are no actions, suits, proceedings proceedings, claims or investigations disputes pending or, to the Borrower's knowledge’s knowledge after due and diligent investigation, threatened by or contemplated, at law, in equity, in arbitration or before any court Governmental Authority, by or any governmental authority, body or agency or any arbitration board which are reasonably likely to materially adversely affect the business, property, assets, financial position or results of operations of against the Borrower or the authority against any of their properties or ability of the Borrower revenues that (a) purport to perform its obligations under affect or pertain to this Agreement or any other Loan Document or any of the Notestransactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Litigation. There are no actions, suitsclaims, suits or proceedings or investigations pending or, to the Borrower's knowledgeknowledge of the Borrowers, threatened by or reasonably anticipated against or affecting the Borrowers or any Subsidiary of the Borrowers in any court or before any court arbitrator or before any governmental authoritygovernment commission, body board, bureau or other administrative agency or which, if adversely determined, may reasonably be expected to result in any arbitration board which are reasonably likely to materially adversely affect material and adverse change in the business, propertyoperations, assets, assets or financial position or results of operations condition of the Borrower Borrowers as a whole, or which would affect the authority validity or ability enforceability of this Agreement, the Borrower to perform its obligations under this Agreement Note or the Notesany other Loan Document.