No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, threatened against any Loan Party or any Subsidiary of any Loan Party which could reasonably be expected to have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary of any Loan Party has any material contingent liabilities, other than such liabilities: (a) incident to such actions/proceedings (as applicable) previously disclosed, in writing, to Lender as of the Closing Date, if any; (b) permitted by Section 10.1 and/or (c) with respect to Kinsale Insurance, which are part of the Excluded Kinsale Insurance Debt.