Except for those actions, suits or proceedings listed in Appendix G to the Closing Certificate, aattached hereto, there is no action, suit, investigation, or proceeding before or by any Governmental Authority or arbitrator pending, or to the knowledge of Debtor or Guarantor, threatened against or affecting Debtor or Guarantor that would, if adversely determined, have a Material Adverse Effect. There are no outstanding judgments against Debtor or Guarantor.