Litigation. Except for the action described on [Exhibit C] attached hereto, to the best of each Borrower's knowledge, there is no action, suit, investigation or proceeding threatened or pending before any Tribunal against or affecting either Borrower or any properties or rights of any of Borrowers which, if adversely determined, would result in a liability of greater than $250,000.00 or would otherwise result in any Material Adverse Change in the business or condition, financial or otherwise, of Borrowers. Borrowers are not, to the best of their knowledge, in default with respect to any judgment, order, writ, injunction, decree, rule or regulation of any Tribunal.

Litigation. There are no actions or proceedings pending or, to the knowledge of any Responsible Officer, threatened in writing by or against Borrower or any of its Subsidiaries involving more than, individually or in the aggregate, Two Hundred Fifty Thousand Dollars ($250,000).