As of the Effective Date, except as previously disclosed by the Guarantors in writing to the Lenders, there is no action, suit or proceeding pending against or, to the knowledge of the Borrower, threatened against or affecting, (i) the Borrower, (ii) the Loan Documents or any of the transactions contemplated by the Loan Documents or (iii) any of their assets, before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which could, individually, or in the aggregate have a Material Adverse Effect or which in any manner draws into question the validity of this Agreement or the other Loan Documents.