There are no pending or, or to the Knowledge of Victory, threatened Actions against Victory or its Subsidiaries or by which its or their assets may be bound except as specifically disclosed in the SEC Reports or in the Disclosure Schedule. Neither Victory nor any Subsidiary, nor to Victory’s Knowledge, any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty, except as disclosed in the Disclosure Materials. There has not been, and to Victory’s Knowledge, there is not pending or contemplated any investigation by the SEC involving Victory or any current or former director or officer of Victory (in his or her capacity as such). The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Victory or any Subsidiary under the Exchange Act or the Securities Act. For purposes of this Agreement, “ Action ” as to any Person, means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting such Person, any of such Person’s Subsidiaries or any of such Person’s or such Subsidiaries’ respective properties, before or by any Governmental Body, arbitrator, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.