(a)  There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Parent Holdings or any Borrower, threatened in writing against or affecting Parent Holdings or any of its Subsidiaries (i)  as to which there is a reasonable possibility of an adverse determination and (i)  that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that in any material respect draws into question challenges the validity or enforceability of this Agreement or the Transactions.