The Agent shall have received a written description of (1) all litigation or other legal or regulatory proceedings pending or, to the Borrowers’ collective knowledge, threatened in writing against or otherwise related to any of the Borrowers or the Properties and (2) all litigation or other legal or regulatory proceedings of a material nature pending or, to the Borrowers’ collective knowledge, threatened in writing against or otherwise related to one or more of the Principals and/or any of the Guarantors and, in each case, shall have reviewed and, in its reasonable discretion, Approved the same.