Except for the litigation disclosed under the headings “Environmental Matters” and “Warranty Liability” in Allegion plc’s 2016 Form 10-K, there is no action, suit or proceeding pending against, or to the knowledge of any Borrower threatened against or affecting the Borrowers or any of their respective Subsidiaries before any court or arbitrator or any Governmental Authority or governmental official in which there is a reasonable possibility of an adverse decision that (i) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) in any manner draws into question the validity of this Agreement or the Notes.