There is no pending or threatened notice, claim, litigation, proceeding or investigation against or affecting the Borrowers or any property of the Borrowers, whether or not covered by insurance, that would involve the payment by a Borrower of an amount that would be reasonably likely to have a material adverse effect on the financial condition, business, prospects, property or operations of a Borrower, and there is no basis for any such order, notice, claim, litigation, proceeding or investigation.