Except as otherwise set forth on Schedule 3.12, there is no suit, action, claim, arbitration, administrative or legal or other proceeding (including eminent domain, zoning or other land use regulation) or governmental investigation (“ Action ”) pending or, to Fund G’s knowledge, threatened against Fund G, its Affiliates, LD 12, or the Assets that affect the ownership of the Assets or that would prevent the consummation of the transactions contemplated by this Agreement.