Common use of Litigation or Other Proceedings Clause in Contracts

Litigation or Other Proceedings. (a) promptly upon any officer of Company 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 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 (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Company to Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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 Quarterfiscal quarter of Company, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Company or any of its Subsidiaries equal to or greater than $500,000, 500,000 and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Company to Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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 Quarterfiscal quarter of Company, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Company or any of its Subsidiaries equal to or greater than $500,000, 1,000,000 and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (X) the institution of, or non-frivolous threat of, any 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, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Company to Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 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 (Y) any material development in any Proceeding that, in any case: (1a) if adversely determined, has a reasonable possibility of giving rise could reasonably be expected to have a Material Adverse Effect; or (2b) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 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 (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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 Quarterfiscal quarter of Company, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Company or any of its Subsidiaries equal to or greater than $500,000, 1,000,000 and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Company to Lenders or (Y) Chase Co- Administrative Agent any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,0002,000,000 which Company believes will likely result in damages to Company of such amount, and promptly after request by either Co-Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 requested by such Co- Administrative Agent to enable such Co-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 (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 Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company to Lenders or (Y) Administrative Agent any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company Holdings or any of its Subsidiaries equal to or greater than $500,000, 250,000 and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Company to Lenders or (Y) Chase Co-Administrative Agent any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, 250,000 and promptly after request by either Co-Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 requested by such Co-Administrative Agent to enable such Co-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 (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 Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Company to Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000100,000, and promptly after request by Administrative Agent Agents such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 requested by Administrative Agent Agents to enable Administrative Agent Agents and its their respective counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer ------------------------------- of Company 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 Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Company to Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company to Lenders or (Y) any material development in any Proceeding that, in any case: (1a) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2b) 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; 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 Quarterfiscal quarter of Company, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Company Holdings or any of its Subsidiaries equal to or greater than $500,000, 2,500,000 and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 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 (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise could reasonably be expected to have a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 requested by Administrative Agent to enable Administrative Agent and its respective counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company 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 Company or any of its Subsidiaries or any property of Company or of any of its Subsidiaries (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Company to Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) seeks to enjoin or otherwise prevent present the consummation of, or to recover any damages or obtain relief as a result 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, Company or any of its Subsidiaries equal to or greater than $500,000100,000, and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 reasonable 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 (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 Company Holdings or any of its Subsidiaries or any property of Company Holdings or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company to Lenders or (Y) Administrative Agent any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company Holdings or any of its Subsidiaries equal to or greater than $500,000, 500,000 and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 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 (Y) Chase Co-Administrative Agent any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,0002,000,000 which Company believes will likely result in damages to Company of such amount, and promptly after request by either Co-Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 requested by such Co-Administrative Agent to enable such Co-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 (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 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 (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise could reasonably be expected to have a Material Adverse Effect; or (2) 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; 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 not covered by insurance involving an alleged liability of, or claims against or affecting, Company or any of its Subsidiaries equal to or greater than $500,0005,000,000, and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 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 (Y) Administrative Agent any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, 1,000,000 and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (X) the institution of, or non-frivolous threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration Proceeding against or affecting Company Borrower or any of its Subsidiaries or any property of Company Borrower or any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by Company Borrower to Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility could reasonably be expected after giving effect to the coverage and policy limits of giving rise insurance policies issued to Borrower and its Subsidiaries to result in a Material Adverse Effect; or (2) 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; written notice thereof together with such other information as may be reasonably available to Company requested by Agent 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 affectingagainst, Company Borrower or any of its Subsidiaries equal to or greater than $500,00010,000,000, and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 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 (Y) Administrative Agent any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, 500,000 and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 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 Company or any of its Subsidiaries the Borrower or any property of Company or any of its Subsidiaries the Borrower (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by Company the Borrower to the Lenders or (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; written notice thereof thereof, together with such other information as may be reasonably available to Company the Borrower to enable the Lenders and their counsel to evaluate such matters; and (b) within twenty days after the end of each Fiscal Quarterfiscal quarter of the Borrower, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, Company or any of its Subsidiaries the Borrower equal to or greater than $500,0001,000,000 and, and promptly after request by the Administrative Agent Agent, such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 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 (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving could reasonably be expected to give rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, and promptly after request by Administrative any Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 requested by Administrative such Agent to enable Administrative such Agent and its counsel to evaluate any of such Proceedings;; 95 103

Litigation or Other Proceedings. (a) promptly upon any officer of Company 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 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 (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, and promptly after request by Administrative Agent Agents such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 requested by Administrative Agent Agents to enable Administrative Agent Agents and its their respective counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon any officer of Company 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 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 (Y) any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,0005,000,000, and promptly after request by Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 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 (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 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 (Y) Chase Co-Administrative Agent any material development in any Proceeding that, in any case: (1) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect; or (2) 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; 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, Company or any of its Subsidiaries equal to or greater than $500,000, 250,000 and promptly after request by either Co- Administrative Agent such other information as may be reasonably AXEL CREDIT AGREEMENT EXECUTION 81 88 requested by such Co-Administrative Agent to enable such Co-Administrative Agent and its counsel to evaluate any of such Proceedings;