There is no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against, the Borrower before any Government in which there is a reasonable possibility of an adverse decision which could materially adversely affect the business, financial position or results of operations of the Borrower or which in any manner draws into question the validity of this Agreement, the Note, or any other Loan Document and, to the knowledge of the Borrower, there is no basis known to the Borrower for any such action, suit or proceeding.