Except for matters that are specifically described in the first, second or third paragraphs under the heading “Contingencies – Legal Matters” of the Guarantor’s Form 10-Q, filed November 7, 2017 (for the period ended September 30, 2017), and (x) with respect to such first paragraph, any claims resulting from the settlement described therein or other matters directly arising out of the facts previously publicly disclosed with respect to the investigation described therein and (y) with respect to such second and third paragraphs, any class action or shareholder derivative proceedings related to such matters, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority or FINRA is pending or, to the knowledge any Loan Party, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect.