(a) No litigation, action, suit, investigation or proceeding at law or equity by or before any arbitrator or Governmental Authority is pending or, to the Knowledge of any applicable Borrower Party, threatened by or against any Loan Party or against any of their respective properties or revenues (including any Material Project Document or Applicable Permit) with respect to any of the Operative Documents or any of the transactions contemplated hereby or thereby that could, if adversely determined, reasonably be expected to have a Material Adverse Effect.