To Borrower's and Approved Music Venue's knowledge, (i) there are no actions, suits, proceedings, arbitrations or governmental investigations by or before any Governmental Authority or other court or agency now filed or otherwise pending and (ii) there are no such actions, suits, proceedings, arbitrations or governmental investigations threatened against or affecting any Required SPE, Sponsor or the Collateral, in each case, except as listed in the Exception Report (and none of the matters listed in the Exception Report, even if determined against a Required SPE or the Collateral, would reasonably be expected to have a Material Adverse Effect).