There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries that (a) challenge the validity or enforceability of any material provision of this Agreement, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.