Except as set forth on Schedule 6.9 , there is no pending, or to Holdings’, any Borrower’s or any Guarantor’s knowledge, threatened action, suit, proceeding, or counterclaim by any Person, or to Holdings’, any Borrower’s or any Guarantor’s knowledge, investigation by any Governmental Authority, which, in any case, either (a) would reasonably be expected to have a Material Adverse Effect or (b) is so pending or threatened at any time on or prior to the Closing Date and purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby.