Common use of Litigation or Other Proceedings Clause in Contracts

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee or any of its Subsidiaries or any property of Lessee or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documents; written notice thereof together with such other information as may be reasonably available to Lessee to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of Lessee, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee or any of its Subsidiaries equal to or greater than $1,000,000 and promptly after request by Lessor and Agent such other information as may be reasonably requested by Lessor and Agent to enable Agent and their counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Responsible Officer obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee Company or any of its Subsidiaries or any property of Lessee Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee Company to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case:case of (X) or of (Y): (I1) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Company to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter Fiscal Quarter of LesseeCompany, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Company or any of its Subsidiaries equal to or greater than $1,000,000 10,000,000 in the aggregate, and promptly after request by Lessor and Administrative Agent such other information as may be reasonably requested by Lessor and Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Borrower obtaining knowledge of (X) the institution of, or (in the good faith judgment of Borrower) non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee Borrower or any of its Subsidiaries or any property of Lessee Borrower or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee Borrower to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Borrower to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Borrower or any of its Subsidiaries equal to or greater than $1,000,000 500,000, and promptly after request by Lessor and Administrative Agent such other information as may be reasonably requested by Lessor and Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any executive ------------------------------- officer of Lessee Company obtaining actual knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee Holdings or any of its Subsidiaries or any property of Lessee Holdings or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Lessee Company to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility of giving rise would reasonably be expected 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Company to enable Lessor and Lenders and their respective counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Holdings or any of its Subsidiaries equal to or greater than $1,000,000 1,000,000, and promptly after request by Lessor and Administrative Agent such other information as may be reasonably requested by Lessor and Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of the Lessee obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Lessee or any of its Subsidiaries or any property of the Lessee or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by the Lessee to the Lessor and the Lenders or (Y) any material development in any Proceeding that, in any case: (I) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documents; written notice thereof together with such other information as may be reasonably available to the Lessee to enable the Lessor and the Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of the Lessee, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, the Lessee or any of its Subsidiaries equal to or greater than $1,000,000 and promptly after request by the Lessor and the Agent such other information as may be reasonably requested by the Lessor and the Agent to enable the Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee the Borrowers obtaining knowledge of (X) the non-frivolous institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee or any of its Subsidiaries the Borrowers and their Subsidiaries, or any property of Lessee or any of its the Borrowers and their Subsidiaries (collectively, "“Proceedings"”) not previously disclosed in writing by Lessee the Borrowers to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee the Borrowers to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee the Borrowers or any of its their Subsidiaries equal to or greater than $1,000,000 5,000,000, and promptly after request by Lessor and the Administrative Agent such other information as may be reasonably requested by Lessor and the Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee ------------------------------- any Borrower obtaining knowledge of (X) the institution of, or non-non- frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee Holdings or any of its Subsidiaries or any property of Lessee Holdings, Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee Company to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee any Borrower to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Holdings, Company or any of its Subsidiaries equal to or greater than $1,000,000 500,000, and promptly after request by Lessor and Agent such other information as may be reasonably requested by Lessor and Agent to enable Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Borrowers obtaining knowledge of (X) the non-frivolous institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee or any of its Subsidiaries Borrowers and their Subsidiaries, or any property of Lessee or any of its Borrowers and their Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee Borrowers to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Borrowers to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Borrowers or any of its their Subsidiaries equal to or greater than $1,000,000 1,000,000, and promptly after request by Lessor and Administrative Agent such other information as may be reasonably requested by Lessor and Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Borrower obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee Borrower or any of its Subsidiaries or any property of Lessee Borrower or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Lessee Borrower to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Borrower to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within b)within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Borrower or any of its Subsidiaries equal to or greater than $1,000,000 500,000, and promptly after request by Lessor and Administrative Agent such other information as may be reasonably requested by Lessor and Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Borrower obtaining knowledge of (X) the institution of, or (in the good faith judgment of Borrower) non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee the Loan Parties or any of its their Subsidiaries or any property of Lessee the Loan Parties or any of its their Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee Borrower to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effectuninsured liability in excess of $500,000; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee any Loan Party to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee the Loan Parties or any of its their Subsidiaries equal to or greater than $1,000,000 500,000, and promptly after request by Lessor and Administrative Agent such other information as may be reasonably requested by Lessor and Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Borrower obtaining knowledge of (X) the institution of, or (in the good faith judgment of Borrower) non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee Borrower or any of its Subsidiaries or any property of Lessee Borrower or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee Borrower to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effectuninsured liability in excess of $500,000; or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Borrower to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Borrower or any of its Subsidiaries equal to or greater than $1,000,000 500,000, and promptly after request by Lessor and Administrative Agent such other information as may be reasonably requested by Lessor and Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee or any of its Subsidiaries or any property of Lessee or any of its Subsidiaries (collectively, "Proceedings") not previously previ- ously disclosed in writing by Lessee to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documents; written notice thereof together with such other information as may be reasonably available to Lessee to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of Lessee, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee or any of its Subsidiaries equal to or greater than $1,000,000 and promptly after request by Lessor and Agent such other information as may be reasonably requested by Lessor and Agent to enable Agent and their counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of the Lessee obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting the Lessee or any of its Subsidiaries or any property of the Lessee or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by the Lessee to the Lessor and the Lenders or (Y) any material development in any Proceeding that, in any case: (I) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documents; written notice thereof together with such other information as may be reasonably available to the Lessee to enable the Lessor and the Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of the Lessee, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, the Lessee or any of its Subsidiaries equal to or greater than $1,000,000 and promptly after request by the Lessor and the Agent such other information as may be reasonably requested by the Lessor and the Agent to enable the Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Borrowers obtaining knowledge of (X) the non-frivolous institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee or any of its Subsidiaries Borrowers and their Subsidiaries, or any property of Lessee or any of its Borrowers and their Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee Borrowers to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Borrowers to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Borrowers or any of its their Subsidiaries equal to or greater than $1,000,000 1,000,000, and promptly after request by Lessor and Administrative Agent such other information as may be reasonably requested by Lessor and 101 Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Borrowers obtaining knowledge of (X) the institution of, or non-frivolous frivolous, overt threat of, any non-frivolous action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee BHR or any of its Subsidiaries or any property of Lessee BHR or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Lessee Borrowers to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Borrowers to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee BHR or any of its Subsidiaries equal to or greater than $1,000,000 500,000 in excess of any insurance as to which the carrier has accepted or as to which BHR reasonably believes the carrier will accept coverage, or $500,000 in any matter not covered by insurance or where the carrier disputes coverage, and promptly after request by Lessor and Administrative Agent such other information as may be reasonably requested by Lessor and Administrative Agent to enable Administrative Agent and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Borrowers obtaining knowledge of (X) the non-frivolous institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee or any of its Subsidiaries Borrowers and their Subsidiaries, or any property of Lessee or any of its Borrowers and their Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee Borrowers to Lessor and Lenders Lender or (Y) any material development in any Proceeding that, in any case: (I1) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Borrowers to enable Lessor Lender and Lenders and their its counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeFiscal Quarter, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Borrowers or any of its their Subsidiaries equal to or greater than $1,000,000 1,000,000, and promptly after request by Lessor and Agent Lender such other information as may be reasonably requested by Lessor and Agent Lender to enable Agent Lender and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee Company obtaining knowledge of (Xx) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee Company or any of its Subsidiaries or any property of Lessee Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee Company to Lessor and Lenders or (Yy) any material development in any Proceeding that, in any case: : (I1) if reasonably expected to be adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or or (II2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee Company to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of LesseeCompany, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee Company or any of its Subsidiaries equal to or greater than $1,000,000 1,000,000, and promptly after request by Lessor and Agent Lenders such other information as may be reasonably requested by Lessor and Agent to enable Agent Lenders and their counsel to enable Lenders to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee or any of its Subsidiaries or any property of Lessee or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") -34- 39 not previously disclosed in writing by Lessee to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (I) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documents; written notice thereof together with such other information as may be reasonably available to Lessee to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of Lessee, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee or any of its Subsidiaries equal to or greater than $1,000,000 and promptly after request by Lessor and Agent such other information as may be reasonably requested by Lessor and Agent to enable Agent and their counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee the Company obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), Environmental Claim, governmental investigation or arbitration against or affecting Lessee the Company or any of its Subsidiaries or any property of Lessee the Company or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee the Company to Lessor and Lenders the Lender or (Y) any material development in any Proceeding that, in any case: (Ia) if adversely determined, has a reasonable possibility 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, the transactions contemplated hereby and under the other Transaction Documentshereby; written notice thereof together with such other information as may be reasonably available to Lessee the Company to enable Lessor the Lender and Lenders and their its counsel to evaluate such matters; and (b) within twenty forty-five (45) days after the end of each fiscal quarter of Lesseethe Company, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee the Company or any of its Subsidiaries equal to or greater than $1,000,000 2,500,000 and promptly after request by Lessor and Agent the Lender such other information as may be reasonably requested by Lessor and Agent the Lender to enable Agent the Lender and their its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Lessee obtaining knowledge of (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting Lessee or any of its Subsidiaries or any property of Lessee or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Lessee to Lessor and Lenders or (Y) any material development in any Proceeding that, in any case: (Ii) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (IIii) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby and under the other Transaction Documents; written notice thereof together with such other information as may be reasonably available to Lessee to enable Lessor and Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each fiscal quarter of Lessee, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Lessee or any of its Subsidiaries equal to or greater than $1,000,000 and promptly after request by Lessor and Agent such other information as may be reasonably requested by Lessor and Agent to enable Agent and their counsel to evaluate any of such Proceedings;