Except for the Chapter 11 Cases and the Recognition Proceedings, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Responsible Officer after reasonable inquiry, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower Party, or any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or the transactions contemplated hereby or thereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.