As of the Closing Date, there are no actions, investigations, suits or proceedings pending or, to the knowledge of any the Borrower, threatened, at law, in equity or in arbitration, before any court, other Governmental Authority, Self-Regulatory Organization, arbitrator or other Person, (i) against or affecting the Parent Borrower or any Subsidiary thereof or any of their respective properties that would reasonably be expected to have a Material Adverse Effect, except as set forth in the Form 10-K filed by the Parent Borrower with the SEC on February 14, 2014 (and there have been no material adverse developments since such date in any such actions, investigations, suits or proceedings disclosed in such Form 10-K), or (ii) with respect to this Agreement, any of the other Credit Documents or any of the other transactions contemplated hereby or thereby.