Common use of Litigation or Other Proceedings Clause in Contracts

Litigation or Other Proceedings. (a) promptly upon any officer of Company obtaining knowledge of (1) the institution of, or non-frivolous threat of, any Proceeding against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries not previously disclosed in writing by Company to Lenders or (2) any material development in any Proceeding that, in the case of both clauses (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower equal to or greater than $1,000,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company any Loan Party obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company such Borrower or any of its Subsidiaries or any property of Company such Borrower or any of its Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Company or any of its Subsidiaries to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect could reasonably be expected to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to result in a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company such Borrower to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an any Borrower or any of its Subsidiaries equal to or greater than $1,000,000500,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Company to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Company or any of its Subsidiaries equal to or greater than $1,000,000500,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company obtaining knowledge of (1) the institution of, or non-frivolous threat of, any Proceeding against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries not previously disclosed in writing by Company to Lenders or (2) any material development in any Proceeding that, in the case of both clauses (1) and (2): (I1) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty 20 days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower equal to or greater than $1,000,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Company to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses (1) and (2):any case: (Ia) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (IIb) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Company or any of its Subsidiaries equal to or greater than $1,000,0005,000,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any ------------------------------- officer of Company obtaining knowledge of (1) the institution of, or non-non- frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company to Lenders or (2) Administrative Agent any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty 45 days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Company or any of its Subsidiaries equal to or greater than $1,000,000, 1,000,000 and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer Responsible Officer of Company obtaining actual knowledge of (1x) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries involving an alleged liability of, or claims against or affecting, Company or any of its Subsidiaries equal to or greater than $1,000,000 (collectively, "PROCEEDINGS") not previously disclosed in writing by Company to Lenders or (2y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty 20 days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower equal to or greater than $1,000,000Proceedings, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company the Borrowers obtaining knowledge of (1X) the non-frivolous institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries Borrowers and their Restricted Subsidiaries, or any property of Company or any of its the Borrowers and their Restricted Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company the Borrowers to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company the Borrowers to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower the Borrowers or any of their Subsidiaries equal to or greater than $1,000,0005,000,000, and promptly after request by the Administrative Agent such other information as may be reasonably requested by the Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company Borrower obtaining knowledge of (1X) the non-frivolous institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company Borrower or any of its Subsidiaries, or any property of Borrower or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company Borrower to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company Borrower to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower or any of its Subsidiaries equal to or greater than $1,000,000250,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer ------------------------------- of Company any Loan Party obtaining knowledge of (1X) the institution of, or non-non- frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company such Borrower or any of its Subsidiaries or any property of Company such Borrower or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company or any of its Subsidiaries to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect could reasonably be expected to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to result in a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company such Borrower to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an any Borrower or any of its Subsidiaries equal to or greater than $1,000,000500,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of the Company obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), Environmental Claim, governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by the Company to the Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses (1) and (2):any case: (Ia) if adversely determined, has a reasonable possibility after giving effect could reasonably be expected to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to have a Material Adverse Effect; or (IIb) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to the Company to enable the Lenders and their counsel to evaluate such matters; and (b) within twenty forty-five (45) days after the end of each Fiscal Quarterfiscal quarter of the Company, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower the Company or any of its Subsidiaries equal to or greater than $1,000,000, 2,500,000 and promptly after request by the Administrative Agent such other information as may be reasonably requested by the Administrative Agent to enable the Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company to Lenders or (2Y) any material development in any Proceeding that, in the any case of both clauses set forth in clause (1x) and or (2y): (I1) if adversely determined, has a reasonable possibility after giving effect could reasonably be expected to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to have a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their respective counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Company or any of its Subsidiaries equal to or greater than $1,000,000500,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its respective counsel to evaluate any of such Proceedings;; 102 EXECUTION

Litigation or Other Proceedings. (a) promptly upon any officer of Company obtaining knowledge of (1X) the institution of, or non-frivolous threat of, REVOLVING LOAN CREDIT AGREEMENT EXECUTION 99 107 any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Company or any of its Subsidiaries equal to or greater than $1,000,000500,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company any Loan Party obtaining knowledge of (1X) the non-frivolous institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Company or any of its Subsidiaries other Loan Party, or any property of the Company or any of its Subsidiaries other Loan Party (collectively, “Proceedings”) not previously disclosed in writing by Company the Borrower to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to the Company and the other Loan Parties to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower the Company or any of its Subsidiaries equal to or greater than $1,000,00020,000,000, and promptly after request by the Administrative Agent such other information as may be reasonably requested by the Administrative Agent to enable the Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company any Borrower obtaining knowledge of (1X) the institution of, or non-non- frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, 113 "Proceedings") not previously disclosed in writing by Company to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company any Borrower to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Company or any of its Subsidiaries equal to or greater than $1,000,000500,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company any Loan Party obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company such Borrower or any of its Subsidiaries or any property of Company such Borrower or any of its Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Company or any of its Subsidiaries to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect could reasonably be expected to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to result in a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company such Borrower to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an any Borrower or any of its Subsidiaries equal to or greater than 117 $1,000,000500,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company any Loan Party obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company such Borrower or any of its Subsidiaries or any property of Company such Borrower or any of its Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Company or any of its Subsidiaries to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect could reasonably be expected to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to result in a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company such Borrower to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an any Borrower or any of its Subsidiaries equal to or greater than $1,000,000500,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer Officer ------------------------------- of Company obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding against or affecting Holdings, Company or any of its Subsidiaries or any property of Holdings, Company or any of its Subsidiaries not previously disclosed in writing by Company to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Holdings, Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a 115 schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Holdings, Company or any of its Subsidiaries equal to or greater than $1,000,000500,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer ------------------------------- Responsible Officer of Company obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding non-frivolous action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Company to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Company or any of its Subsidiaries equal to or greater than $1,000,0005,000,000 or the equivalent amount in any other currency, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company the Borrowers obtaining knowledge of (1X) the non-frivolous institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries Borrowers and their Restricted Subsidiaries, or any property of Company or any of its the Borrowers and their Restricted Subsidiaries (collectively, “Proceedings”) not previously disclosed in writing by Company the Borrowers to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company the Borrowers to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower the Borrowers or any of their Subsidiaries equal to or greater than $1,000,00010,000,000, and promptly after request by the Administrative Agent such other information as may be reasonably requested by the Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company the Borrowers obtaining knowledge of (1X) the non-frivolous institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries Borrowers and their Restricted Subsidiaries, or any property of Company or any of its the Borrowers and their Restricted Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Company the Borrowers to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company the Borrowers to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower the Borrowers or any of their Subsidiaries equal to or greater than $1,000,000, and promptly after request by the Administrative Agent such other information as may be reasonably requested by the Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company the Borrowers obtaining knowledge of (1X) the non-frivolous institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries Borrowers and their Restricted Subsidiaries, or any property of Company or any of its the Borrowers and their Restricted Subsidiaries (collectively, "PROCEEDINGS") not previously disclosed in writing by Company the Borrowers to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company the Borrowers to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower the Borrowers or any of their Subsidiaries equal to or greater than $1,000,00010,000,000, and promptly after request by the Administrative Agent such other information as may be reasonably requested by the Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer concurrently with the delivery of Company obtaining knowledge each Compliance Certificate, a report of (1X) the institution of, or non-frivolous threat of, any Proceeding against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries not previously disclosed in writing by Company to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse EffectEffect or a monetary liability in excess of $1,000,000; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after concurrently with the end delivery of each Fiscal QuarterCompliance Certificate, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Company or any of its Subsidiaries equal to or greater than $1,000,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of ------------------------------- Company obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, ``PROCEEDINGS'') not previously disclosed in writing by Company to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters; and (b) within twenty ten days after the end of each Fiscal Quarterfiscal quarter of Company, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower Company or any of its Subsidiaries equal to or greater than $1,000,0005,000,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer ------------------------------- Officer of Company Borrower obtaining knowledge of (1X) the institution of, or non-frivolous threat of, any Proceeding against or affecting Company Borrower or any of its Subsidiaries or any property of Company Borrower or any of its Subsidiaries not previously disclosed in writing by Company Borrower to Lenders or (2Y) any material development in any Proceeding that, in the case of both clauses any case: (1) and (2): (I) if adversely determined, has a reasonable possibility after giving effect to the coverage and policy limits of insurance policies issued to Company Borrower and its Subsidiaries of giving rise to a Material Adverse Effect; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, or to contest or challenge the legality, validity or enforceability of, the transactions contemplated hereby; written notice thereof together with such other information as may be reasonably available to Company Borrower to enable Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, an Borrower or any of its Subsidiaries equal to or greater than $1,000,0005,000,000, and promptly after request by Administrative Agent such other information as may be reasonably requested by Administrative Agent to enable Administrative Agent and its counsel to evaluate any of such Proceedings;