Common use of No Material Litigation Clause in Contracts

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, thereby or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the BorrowerBorrowers, threatened by or against either of the Borrower or any of its Subsidiaries Borrowers or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents Agreement or the Note or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property or financial or other condition of either of the Borrowers.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority has been taken or initiated, is pending or, to the knowledge of the Borrower, threatened by or against or affecting the Borrower or any of its Restricted Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the BorrowerBorrower or any Guarantor, threatened by or against the Borrower or any of its Subsidiaries Guarantor or against any of its the Borrower's or their respective any Guarantor's properties or revenues (a) with respect which is likely to any of the Loan Documents or any of the transactions contemplated hereby or therebybe adversely determined and which, or (b) which could reasonably be expected if adversely determined, is likely to have a Material Adverse Effectmaterial adverse effect on the business, operations, property or financial or other condition of the Parent and its Subsidiaries, taken as a whole.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that, if reasonably likely to be adversely determined, which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower Parent or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to this Agreement, any of the other Loan Documents or any of the transactions contemplated hereby or thereby, thereby except as set forth on Schedule 4.5 or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Borrower, threatened by or against the Borrower or any of its Borrower's Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of this Agreement or the Loan Documents Notes or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property or financial or other condition of Borrower and Borrower's Subsidiaries taken as a whole.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any which has a reasonable possibility of the Loan Documents or any of the transactions contemplated hereby or therebyan adverse determination, or (b) which and if adversely determined, could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No Except as otherwise disclosed to the Lender, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the actual knowledge of any Responsible Officer of the Borrower, threatened by or against the Borrower or any of its Subsidiaries Group Member or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which that could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, thereby or (b) which could is reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to this Agreement, any of the other Loan Documents or any of the transactions contemplated hereby or therebyhereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the BorrowerBorrowers, threatened by or against the Borrower or any of its Subsidiaries Loan Party or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could would reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened by or against Holdings, the Borrower or any of its their respective Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or Documents, any of the transactions contemplated hereby or thereby, or the ranking and seniority of their respective obligations thereunder, or (b) which that could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents Documents, the Acquisition or any of the other transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or ---------------------- proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened by or against Holdings, the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which that could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, thereby or (b) as to which there is a reasonable possibility of an adverse determination and which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of which is in the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could Borrower's reasonable opinion reasonably be expected like to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, Borrower threatened by or against the Borrower or any of against its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect, except as previously disclosed in the Borrower's Prospectus (as supplemented).

No Material Litigation. No litigation, investigation or ---------------------- proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of either of the BorrowerBorrowers, threatened by or against the such Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries Loan Party or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effectrevenues.

No Material Litigation. No litigation, investigation or proceeding of or before any court, tribunal, arbitrator or Governmental Authority governmental authority is pending or, to the knowledge of any Responsible Officer of the BorrowerCompany, threatened by or against the Borrower Borrowers or any of its Subsidiaries the Restricted Subsidiaries, or against any of its or their respective properties or revenues revenues, existing or future (a) with respect to any of the Loan Documents Credit Document, or any of the transactions contemplated hereby or thereby, or (b) which could is reasonably be expected likely to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries Subsidiary or against any of its or their respective properties or revenues (a) with respect to any of this Agreement or the Loan Documents Notes or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property or financial or other condition of Borrower and its Subsidiary taken as a whole.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the each Borrower, threatened by or against the Borrower or any of its Subsidiaries Credit Party or against any of its or their respective properties or revenues (a) with respect to any of this Agreement, the Notes or the other Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or ---------------------- proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which that could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Parent or the Borrower, threatened by or against the Parent, the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which that could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending orpending, to the knowledge of the BorrowerBorrower and the Borrower Principals, threatened by or against the Borrower any of them or any of its Subsidiaries or against any of its or their respective properties or revenues (a) or with respect to any of the Loan Documents Document or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse EffectChange.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries Subsidiary or against any of its or their respective properties or revenues (a) with respect to this Agreement, the Notes, any of the Application or any other Loan Documents Document or any of the transactions contemplated hereby or thereby, thereby or (b) which could reasonably be expected to have a Material Adverse Effect, except with respect to matters described on SCHEDULE 4.6.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the any Borrower, threatened by or against the any Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Credit Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the BorrowerBorrower or any Subsidiary, threatened by or against the Borrower or any of its Subsidiaries Subsidiary or against any of its or their respective properties or revenues (a) with respect to any of the 25 Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Parent Guarantor or the Borrower, threatened by or against the Borrower Borrower, Capital, the Parent Guarantor or any of its the Parent Guarantor's Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which that could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or Holding Companies or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Parent or any Borrower, threatened by or against the Parent, any Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which that could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues revenues, (a) on the Closing Date, with respect to any of this Agreement, the Notes or the other Loan Documents or any of the transactions contemplated hereby or thereby, thereby or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues revenues, (a) with respect which is so pending or threatened at any time on or prior to the date hereof and relates to any of the Loan Documents or the Acquisition or any of the transactions contemplated hereby or thereby, thereby or (b) which could would reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge and belief of the each Borrower, threatened by or against the any Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of this Agreement or the other Loan Documents Documents, the Leases, or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected relating to have a Material Adverse Effect.the Properties, or the ownership or the

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of of, or before before, any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to this Agreement, the Note, any of the Loan Security Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property or financial or other condition of the Borrower.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the any Borrower, threatened by or against the any Borrower or any of its Subsidiaries the other Loan Parties or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, thereby or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries Specified Person or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents Document or any of the transactions contemplated hereby or thereby, or (b) which if adversely determined, could be reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property or financial or other condition of the Borrower and its Subsidiaries or of the Guarantors.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries Subsidiary or against any of its or their the respective properties or revenues (a) with respect to any of the Loan Documents Borrower or any of the transactions contemplated hereby or thereby, or (b) Subsidiary which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No Except as set forth in Schedule II, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, or to the knowledge of the Borrower, Borrower threatened by or against the Borrower or any of its Subsidiaries Subsidiary or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have result in a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any court, arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or against any of the properties or revenues of the Borrower which is reasonably likely to have a material adverse effect on the business, operations, property or financial or other condition of the Borrower, taken as a whole or on the ability of the Borrower to perform any of its Subsidiaries obligations under this Agreement or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse EffectRevolving Note.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries Subsidiary or against any of its or their respective properties or revenues (a) with respect to any of this Agreement or the Loan Documents Notes or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to -43- 44 have a Material Adverse Effectmaterial adverse effect on the business, operations, property or financial or other condition of Borrower and its Subsidiary taken as a whole.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Borrower, threatened by or against the Borrower or any of its Borrower's Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of this Agreement or the Loan Documents Notes or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.which

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the such Borrower, threatened by or against the Borrower Holdings or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) except as set forth on Schedule 5.6, which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries Affiliates or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the any Borrower, threatened by or against the any Borrower or any of its Subsidiaries the other Loan Parties or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, (b) on the Closing Date, with respect to any of the Transaction Documents or (bc) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues operations (a) with respect to any of the Loan Documents Documents, the Acquisition Documentation or any of the transactions contemplated hereby or thereby, or (b) which that could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of ---------------------- or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, or threatened in writing by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) except as set forth on Schedule 3.6, which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the BorrowerBorrower and its Subsidiaries, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents Documents, or any of the transactions contemplated hereby or thereby, thereby or (b) which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property or financial or other condition of Borrower and its Subsidiaries taken as a whole.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of which in the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which Borrower's reasonable opinion could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents this Agreement or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effecthereby.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues revenues, (a) with respect which is so pending or threatened at any time on or prior to the date hereof and relates to any of the Loan Documents or any of the transactions contemplated hereby or thereby, thereby or (b) which could would reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings and, after the effectiveness of the Assumption, the Borrower, threatened by or against Holdings, the Borrower Borrower, Metrocorp, Jewel or any of its their respective Subsidiaries or against any of its their or their respective properties or revenues business (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority Entity is pending or, to the knowledge Knowledge of the Borrower, threatened in writing by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, thereby or (b) which could would reasonably be expected to have a Material Materially Adverse Effect.