There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document or the consummation of the Transactions and the Amendment Transactions or (b) except as specifically disclosed in Schedule 5.06 (the “ Disclosed Litigation ”), as to which there is a reasonable possibility of an adverse determination and that would reasonably be expected to result in a Material Adverse Effect.