No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Parent Support Provider or any of its properties, that if adversely determined (individually or in the aggregate), would reasonably be expected to have a Material Adverse Effect.

There are no actions, suits, or proceedings pending or, to the knowledge of Parent or any Borrower, after due inquiry, threatened in writing against Parent or any of its Restricted Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.