There is no action, proceeding or investigation pending with respect to which any Seller Party or either Guarantor has received service of process or, to the best of such Seller Party’s or either Guarantor’s knowledge threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of any Program Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by any Program Agreement, (C) making a claim individually or in the aggregate in an amount greater than (x) $10,000,000 against any Seller, Underlying Repurchase Counterparty or any of their Affiliates or (y) $250,000 against REO Subsidiary, (D) which requires filing with the Securities and Exchange Commission in accordance with the 1934 Act or any rules thereunder or (E) which might materially and adversely affect the validity of the Purchased Assets, Mortgage Loans or Contributed Assets or the performance by it of its obligations under, or the validity or enforceability of any Program Agreement.