There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened in writing against Borrower, any SPC Party, any Guarantor, Manager (but only as it relates to any Individual Property) or any Individual Property in any court or by or before any other Governmental Authority which, if adversely determined, is reasonably likely to materially and adversely affect the condition (financial or otherwise) or business of Borrower (including the ability of Borrower to carry out the transactions contemplated by this Agreement), such SPC Party, any Guarantor (including the ability of any Guarantor to perform its obligations under the Guaranty), Manager (but only as it relates to any Individual Property, including such Manager’s ability to perform its obligations under any Management Agreement) or the condition or ownership of such Individual Property.