Except as set forth in Schedule 5.7 hereto, there are no actions, suits, proceedings or investigations of any kind pending or, to the best of the Borrower’s knowledge, threatened against the Borrower or any of its Subsidiaries before any court, tribunal or administrative agency or board that, either in any case or in the aggregate, would be reasonably likely to (i) materially adversely affect the properties, assets, financial condition or business of the Borrower and its Subsidiaries taken as a whole, (ii) materially impair the right of the Borrower and each of its Subsidiaries to carry on business substantially as now conducted by it, or (iii) have a reasonable likelihood of success in adversely impacting the validity of material provisions of this Credit Agreement or any of the other Loan Documents, or any material rights or remedies of the Administrative Agent or Lenders hereunder or thereunder.