Except as disclosed in the KYLK SEC Reports (as defined in Section 4.10 ), (i) there are no actions, suits, arbitrations or proceedings pending or, to the knowledge of KYLK, threatened against, relating to or affecting, nor to the knowledge of KYLK are there any governmental or regulatory authority investigations or audits pending or threatened against, relating to or affecting, KYLK or any of its Subsidiaries or any of their respective assets and properties which, individually or in the aggregate, could be reasonably expected to have a material adverse effect on KYLK and its Subsidiaries taken as a whole, and there are no facts or circumstances known to KYLK that could be reasonably expected to give rise to any such action, suit, arbitration, proceeding, investigation or audit, and (ii) neither KYLK nor any of its Subsidiaries is subject to any order of any governmental or regulatory authority which, individually or in the aggregate, is having or could be reasonably expected to have a material adverse effect on KYLK and its Subsidiaries taken as a whole.