To the best of the Company’s Knowledge, no litigation (including derivative actions), arbitration proceedings or governmental or regulatory proceedings are pending or threatened in writing against the Company or any of its Subsidiaries that is reasonably likely to be adversely determined and, if so determined, would be reasonably likely to have a Material Adverse Effect, except as set forth in Schedule 3.05 . Other than any liability incident to such litigation or proceedings or as disclosed in filings with the SEC prior to the Effective Date, no Borrower has any material contingent liabilities not provided for or disclosed in the financial statements referred to in Section 3.10(a) which could reasonably be expected to have a Material Adverse Effect.