Except as set forth on Exhibit “D” hereto annexed, there is no action, suit or proceeding at law or in equity by or before any governmental instrumentality or other agency now pending, or, to the knowledge of Borrower, threatened against or affecting the Borrower or any properties or rights of the Borrower which, if adversely determined, would materially impair the right of the Borrower to carry on business substantially as now conducted or would materially adversely affect the financial condition of Borrower.