Except as specified in Schedule 7.06 (as amended from time to time in accordance with Section 7.20 solely for purposes of each Compliance Certificate),  there is no litigation, investigation or proceeding pending or, to any Obligor’s Knowledge, threatened with respect to Borrower and its Subsidiaries by or before any Governmental Authority or arbitrator (i) except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect or (ii) that involves this Agreement or the Transactions.