Common use of Lawsuits Clause in Contracts

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon an Authorized Officer of the Borrower's Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceedingproceeding or arbitration, governmental investigation by or arbitration before any Governmental Authority, against or affecting the Borrower Company or any of its Significant Subsidiaries or any property of the Company or any of its Significant Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation proceeding or arbitration exposes, (or in the case of multiple actions, suits, proceedings, governmental investigations proceedings or arbitrations arising out of the same general allegations or circumstances circumstances, which exposeactions, in suits proceedings or arbitrations), if adversely determined, could reasonably be expected to expose the Borrower's reasonable judgment, the Borrower Company or any of its Significant Subsidiaries to liability in an amount aggregating $1,000,000 35,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Significant Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's indemnity of a financially responsible indemnitor in favor of the Company or such Subsidiary's insuranceany of its Significant Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender to evaluate such matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining actual knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration arbitration, by or before any Governmental Authority, against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 5,000,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses clause (i) and (ii) of this Section 8.47.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's ’s chief executive officer, chief financial officer, or treasurer obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration arbitration, by or before any Governmental Authority, against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's ’s reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 3,000,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each Lender and in the case of the Lendersany litigation described in Section 8.1(E) a quarterly written status report of such litigation, and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses clause (i) and (ii) of this Section 8.47.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders Lender (which request shall be made no more than once a quarter), promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lender to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining actual knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration arbitration, by or before any Governmental Authority, against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's ’s reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 5,000,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses clause (i) and (ii) of this Section 8.47.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge Knowledge of the Borrower or any Restricted Subsidiary of the institution of, or the written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Restricted Subsidiaries or any property of the Borrower or any of its Restricted Subsidiaries not previously disclosed pursuant to Section 7.1(i)5.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Restricted Subsidiaries to liability liability, individually or in the aggregate, in an amount aggregating $1,000,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Restricted Subsidiaries (unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses clause (i) and (ii) of this Section 8.46.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's or RMOP's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower Borrower, RMOP or any of its their Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's or RMOP's reasonable judgment, the Borrower Borrower, RMOP or any of its their Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's, RMOP's or such Subsidiary's insurance, the Borrower and/or RMOP shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the BorrowerBorrower or RMOP, the Borrower or RMOP shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower Borrower, RMOP or any of its their Subsidiaries or any Property of the Borrower Borrower, RMOP or any of its their Subsidiaries not previously disclosed by the Borrower or RMOP to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower and RMOP upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, neither the Borrower nor RMOP shall be not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower or any Subsidiary of the Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)SECTION 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 20,000,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses CLAUSE (i) and (ii) of this Section 8.4SECTION 7.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause CLAUSE (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (ia) Promptly Promptly, and in any event within five (5) days, upon the Borrower's any Stellex Party obtaining knowledge of the institution of, or written threat of, (i) (A) any action, suit, proceeding, governmental investigation proceeding or arbitration against or affecting the Borrower such Stellex Party or any asset of its Subsidiaries such Stellex Party not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation Schedule 6.01(J) or arbitration exposes, Schedule 6.01(P) involving an alleged liability or cost in the case excess of multiple Five Million Dollars ($5,000,000) or any actions, suits, proceedingsproceedings or arbitration which in the aggregate involve money or property valued in excess of Five Million Dollars ($5,000,000), governmental investigations or arbitrations arising out of except where the same general allegations is fully covered by insurance (other than the applicable deductible), (B) any investigation or circumstances which expose, in the Borrower's reasonable judgmentproceeding before or by any Governmental Authority, the Borrower effect of which is reasonably likely to limit, prohibit or restrict materially the manner in which such Stellex Party currently conducts its business or to declare any of its Subsidiaries substance contained in such products manufactured or distributed by it to liability in an amount aggregating $1,000,000 or more and be dangerous, except where the same is not fully covered by the Borrower's insurance (other than applicable deductible), or (C) any Forfeiture Proceeding, such Subsidiary's insurance, the Borrower Stellex Party shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each such Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrowerquarter, the Borrower each Stellex Party shall provide a written quarterly report to the Administrative Agent and the Lenders with a litigation status report covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal reported pursuant to or in excess of $50,000,000 clause (to the extent not previously reportedi) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, above and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.47.05, the Borrower each Stellex Party upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice to the Administrative Agent of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)5.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Subsidiaries (unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof)), give written notice thereof to the Administrative Agent (with copies for each on behalf of the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses clause (i) and (ii) of this Section 8.46.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not result in loss of any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge -------- of the the-institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), -------------- which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of ----------- the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's ’s obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's ’s reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 5,000,000 or more and is not covered by the Borrower's or such Subsidiary's ’s insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the LendersAgent, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's (and, in any event, within ten (10) Business Days of) Borrower obtaining knowledge Knowledge of the institution of, or written threat of, any Claim, action, suit, proceeding, governmental investigation investigation, any allegation of defective pricing, or any arbitration against or affecting the Borrower any Credit Party Entity or any Property of its Subsidiaries any Credit Party Entity not previously disclosed pursuant to Section 7.1(i6.01(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's ’s reasonable judgment, any Credit Party Entity (or the Borrower or any of its Subsidiaries Credit Party Entities as a whole) to liability in an amount aggregating $1,000,000 which has or more and is not covered by the Borrower's or such Subsidiary's insurancereasonably likely to have a Material Adverse Effect, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after . On the end first Business Day of each fiscal quarter of the Borrowerquarter, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or with a schedule identifying (a) any written threat of, any Claim, action, suit, proceeding, governmental investigation, any allegation of defective pricing, or any arbitration against or affecting any Credit Party Entity or any Property of any Credit Party Entity not previously disclosed pursuant to Section 6.01(i) or notified to the Administrative Agent in accordance with this Section 7.03, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose any Credit Party Entity (or any Credit Party Entities as a whole) to a liability in an amount equal aggregating $3,300,000 or more (exclusive of claims covered by insurance policies of any Credit Party Entity unless the insurers of such claims have disclaimed coverage or reserved the right to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide disclaim coverage on such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (iclaims) and (iib) any commercial tort claim filed by any Credit Party stating a claim of this Section 8.4$1,100,000 or more, together with an addendum granting a security interest in such claim as required by the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilegeSecurity Agreement.

Lawsuits. (i) Promptly upon the Borrower's ’s obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section Sec­tion 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations investi­gations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's ’s reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 5,000,000 or more and is not covered by the Borrower's or such Subsidiary's ’s insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Adminis­trative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution institu­tion of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available avail­able to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Adminis­trative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceedingproceed­ing, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available avail­able to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) 8.3.0.0.1. Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Payment and Disbursement Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Payment and Disbursement Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Payment and Disbursement Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Payment and Disbursement Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of -------- the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (5,000,000 to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written writ ten notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be not required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental govern- mental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 250,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five thirty (4530) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting affect- ing the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's (and, in any event, within ten (10) Business Days of Borrower obtaining knowledge Knowledge of the institution of, or written threat of, any Claim, action, suit, proceeding, governmental investigation investigation, any allegation of defective pricing, or any arbitration against or affecting the Borrower any Credit Party Entity or any Property of its Subsidiaries any Credit Party Entity not previously disclosed pursuant to Section 7.1(i6.01(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's ’s reasonable judgment, any Credit Party Entity (or the Borrower or any of its Subsidiaries Credit Party Entities as a whole) to liability in an amount aggregating $1,000,000 which has or more and is not covered by the Borrower's or such Subsidiary's insurancereasonably likely to have a Material Adverse Effect, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after . On the end first Business Day of each fiscal quarter of the Borrowerquarter, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or with a schedule identifying (a) any written threat of, any Claim, action, suit, proceeding, governmental investigation, any allegation of defective pricing, or any arbitration against or affecting any Credit Party Entity or any Property of any Credit Party Entity not previously disclosed pursuant to Section 6.01(i) or notified to the Administrative Agent in accordance with this Section 7.03, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose any Credit Party Entity (or any Credit Party Entities as a whole) to a liability in an amount equal aggregating $3,300,000 or more (exclusive of claims covered by insurance policies of any Credit Party Entity unless the insurers of such claims have disclaimed coverage or reserved the right to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide disclaim coverage on such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (iclaims) and (iib) any commercial tort claim filed by any Credit Party stating a claim of this Section 8.4$1,100,000 or more, together with an addendum granting a security interest in such claim as required by the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilegeSecurity Agreement.

Lawsuits. (i) Promptly upon any of the Borrower's Borrowers' senior management -------- obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration arbitration, by or before any Governmental Authority, against or affecting the such Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)or any property of such Borrower or any of its Subsidiaries, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the any Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 that could reasonably be expected to have a Material Adverse Effect (exclusive of claims covered by insurance policies of the Borrower or more any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses clause (i) and (ii) of this Section 8.4---------- ------- 7.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, ------ promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be --------- reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Payment and Disbursement Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Payment and Disbursement Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously previ ously reported) against or affecting the Borrower or any of its Subsidiaries Subsid iaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Payment and Disbursement Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section Sec tion 8.4, the Borrower upon request of the Administrative Payment and Disbursement Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide pro vide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries of the type described in SECTION 7.1(i) of this Agreement not previously disclosed pursuant to Section SECTION 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information and which is material to the Loan as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five sixty (4560) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders (which may be incorporated into the Quarterly Compliance Certificate) covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration of the type described in an amount equal to or in excess SECTION 7.1(i) of $50,000,000 this Agreement (to the extent not previously reported) and involving a Claim which is uninsured against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information which is material to the Loan at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section SECTION 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it and which is material to the Loan to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge -------- of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), -------------- which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent ----------- or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section SECTION 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section SECTION 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, proceeding 73 governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's ’s obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's ’s reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 5,000,000 or more and is not covered by the Borrower's or such Subsidiary's ’s insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's any Loan Party obtaining knowledge of the institution of, or written threat of, (A) any action, suit, proceeding, governmental investigation proceeding or arbitration against or affecting the Borrower such Loan Party or any asset of its Subsidiaries such Loan Party not previously disclosed pursuant to Section 7.1(i), SCHEDULE 6.01(G) which action, suit, proceedingproceeding or arbitration would be reasonably likely to result in a Material Adverse Effect, governmental (B) any investigation or arbitration exposes, proceeding before or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgmentby any Governmental Authority, the Borrower effect of which is reasonably likely to limit, prohibit or restrict materially the manner in which such Loan Party currently conducts its business or to declare any of its Subsidiaries substance contained in such products manufactured or distributed by it to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or be dangerous, such Subsidiary's insurance, the Borrower Loan Party shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such mattersmatters except, in each case, where the same is fully covered by insurance (other than applicable deductible) or (C) any Forfeiture Proceeding; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrowersuch Loan Party, the Borrower such Loan Party shall provide a written quarterly report to the Administrative Agent and the Lenders with a litigation status report covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal reported pursuant to or in excess of $50,000,000 clause (to the extent not previously reportedi)(A) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, (B) above and shall provide such other information at such time as may be reasonably requested by the Administrative Agent and reasonably available to such Loan Party to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4SECTION 7.04, the Borrower such Loan Party upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested by the Administrative Agent and reasonably available to it such Loan Party to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries of the type described in Section 7.1(i) of this Agreement not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of Co-Agents and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative each Co-Agent and its each Co-Agent's counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent Co-Agents and the Lenders (which may be incorporated into the Quarterly Compliance Certificate) covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration of the type described in an amount equal to or in excess Section 7.1(i) of $50,000,000 this Agreement (to the extent not previously reported) and involving a Claim which is uninsured against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent Co-Agents and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative each Co-Agent and its each Co-Agent's counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative either Co-Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 5,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurancemore, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in promptly upon the Borrower or any event within forty-five (45) days after the end of each fiscal quarter its Subsidiaries obtaining knowledge of any material adverse developments with respect to any of the BorrowerDisclosed Litigation, the Borrower shall provide a give written quarterly report notice thereof to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; , and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.47.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any Disclosed Litigation or any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information information, to the extent permitted by law, as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (ia) Promptly upon the Borrower's Issuer obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower Issuer or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)or any Property of the Issuer or any of its Subsidiaries, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the BorrowerIssuer's reasonable judgment, the Borrower Issuer or any of its Subsidiaries to liability in an amount aggregating $1,000,000 100,000 or more and is not (exclusive of claims covered by insurance policies of the Borrower's Issuer or any of its Subsidiaries unless the insurers of such Subsidiary's insuranceclaims have disclaimed coverage or reserved the right to disclaim coverage on such claims), the Borrower Issuer shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) Holders and provide such other information as may be reasonably available to enable each Lender the Holders and the Administrative Agent and its their respective counsel to evaluate such matters; (iib) as soon as practicable and in any event within forty-forty- five (45) days after the end of each fiscal quarter of the BorrowerIssuer, the Borrower Issuer shall provide a written quarterly report to the Administrative Agent and the Lenders Holders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower Issuer or any of its Subsidiaries or any Property of the Borrower Issuer or any of its Subsidiaries not previously disclosed by the Borrower Issuer to the Administrative Agent and the LendersHolders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent Holders and its counsel to evaluate such mattersmatters (but excluding such information at to which the Issuer in good faith has asserted or will assert a legal privilege in objection to disclosure of the information by the Issuer in the action, suit, proceeding, investigation or arbitration); and (iiic) in addition to the requirements set forth in clauses CLAUSES (ia) and (iib) of this Section 8.4SECTION 6.04, the Borrower Issuer upon request of the Administrative Agent or the Requisite Lenders Majority Holders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause CLAUSE (ia) or (iib) above and provide such other information as may be reasonably requested and available to it to enable each Lender the Holders and the Administrative Agent and its their respective counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)SECTION 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after promptly upon obtaining knowledge thereof, advise the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution ofof any material developments in any such actions, or written threat ofsuits, any action, suit, proceedingproceedings, governmental investigation investigations, arbitrations or arbitration in an amount equal threatened actions covered by a report delivered pursuant to or in excess of $50,000,000 clause (to the extent i) (provided such disclosure would not previously reportedjeopardize any attorney-client privilege) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses CLAUSE (i) and CLAUSE (ii) of this Section 8.4SECTION 7.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause CLAUSE (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's ’s reasonable judgment, the Borrower or any of its Subsidiaries to liability liability, individually or in an amount aggregating the aggregate, in excess of $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance15,000,000, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in promptly upon the Borrower or any event within forty-five (45) days after the end of each fiscal quarter its Subsidiaries obtaining knowledge of any material adverse developments with respect to any of the BorrowerDisclosed Litigation, the Borrower shall provide a give written quarterly report notice thereof to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; , and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.47.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any Disclosed Litigation or any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information information, to the extent permitted by law, as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)SECTION 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 5,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurancemore, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting promptly upon the Borrower or any of its Subsidiaries or obtaining knowledge of any Property material adverse developments with respect to any of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower Disclosed Litigation, give written notice thereof to the Administrative Agent and the Lenders, Lenders and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; , and (iii) in addition to the requirements set forth in clauses CLAUSES (iI) and (iiII) of this Section 8.4SECTION 7.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any Disclosed Litigation or any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause CLAUSE (i) or (iiI) above and provide such other information as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon after the Borrower's obtaining Borrower obtains knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Parent, the Borrower or any of its their respective Subsidiaries or any 50 property of the Parent, the Borrower or any of their respective Subsidiaries not previously disclosed pursuant to Section 7.1(i)SECTIONS 5.7 or 5.18, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Parent, the Borrower or any of its their respective Subsidiaries to liability in an amount aggregating $1,000,000 or more (exclusive of claims covered by insurance policies of the Parent, the Borrower or any of their respective Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insuranceindemnity of a financially responsible indemnitor in favor of the Parent), the Borrower shall or any of their respective Subsidiaries (unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses CLAUSE (i) and (ii) of this Section 8.4SECTION 6.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause CLAUSE (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration arbitration, by or before any Governmental Authority, against or affecting the Borrower Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)5.07, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's Company’s reasonable judgment, the Borrower or Company and/or any of its Subsidiaries to liability in an amount aggregating $1,000,000 30,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurancemore, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in Promptly upon the Company or any event within forty-five (45) days after the end of each fiscal quarter its Subsidiaries obtaining knowledge of any material adverse developments with respect to any of the BorrowerDisclosed Litigation, which Disclosed Litigation exposes, in the Company’s reasonable judgment, the Borrower shall provide a Company and/or any of its Subsidiaries to liability in an amount aggregating $10,000,000 or more, give written quarterly report notice thereof to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in In addition to the requirements set forth in clauses (iSections 6.02(b)(i) and (ii) of this Section 8.4), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any Disclosed Litigation or any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 3,000,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses clause (i) and (ii) of this Section 8.47.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section SECTION 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Payment and Disbursement Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Payment and Disbursement Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Payment and Disbursement Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section SECTION 8.4, the Borrower upon request of the Administrative Payment and Disbursement Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon any member of the Borrower's Borrower Corporate Group obtaining knowledge Knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting any member of the Borrower Corporate Group or any property of its Subsidiaries any member of the Borrower Corporate Group not previously disclosed pursuant to Section 7.1(i)SECTION 5.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, expose the Borrower or any member of its Subsidiaries the Borrower Corporate Group to liability in an amount aggregating $1,000,000 50,000 or more (exclusive of claims covered by applicable insurance policies unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's indemnity of a financially responsible indemnitor in favor of the applicable Person unless the indemnitor has disclaimed or such Subsidiary's insurancereserved the right to disclaim indemnity thereof), the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses CLAUSE (i) and (ii) of this Section 8.4SECTION 6.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause CLAUSE (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 15,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurancemore, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in promptly upon the Borrower or any event within forty-five (45) days after the end of each fiscal quarter its Subsidiaries obtaining knowledge of any material adverse developments with respect to any of the BorrowerDisclosed Litigation, the Borrower shall provide a give written quarterly report notice thereof to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; , and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.47.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any Disclosed Litigation or any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information information, to the extent permitted by law, as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall that would not be required to disclose any information which is subject to the attorney-client privilege.jeopardize any

Lawsuits. (ia) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries Subsidiary not previously disclosed pursuant to Section 7.1(i)SECTION 6.10, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries Subsidiary to liability in an amount aggregating $1,000,000 250,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to Agent and the Administrative Agent (with copies for each of the Lenders) other Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (iib) as soon as practicable and in any event within forty-five thirty (4530) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the other Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries Subsidiary or any Property of the Borrower or any of its Subsidiaries Subsidiary not previously disclosed by the Borrower to the Administrative Agent and the other Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiic) in addition to the requirements set forth in clauses CLAUSES (ia) and (iib) of this Section 8.4SECTION 7.4, the Borrower shall, upon request of the Administrative Agent or the Requisite Lenders shall any Lender, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause 38 45 CLAUSE (ia) or (iib) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the BorrowerGGP, Inc.'s obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower GGP, Inc. or any of its Subsidiaries of the type described in Section (i) of Schedule 8(e), not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out terms of the same general allegations or circumstances which exposeLoan Documents, in the Borrower's reasonable judgmentGGP, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower Inc. shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information and which is material to the Loan as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five sixty (4560) days after the end of each fiscal quarter of the BorrowerGGP, the Borrower Inc., GGP, Inc. shall provide a written quarterly report to the Administrative Agent and the Lenders (which may be incorporated into the Quarterly Compliance Certificate) covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration of the type described in an amount equal to or in excess SECTION (i) of $50,000,000 Schedule 8(e) (to the extent not previously reported) and involving a Claim which is uninsured against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower GGP, Inc. or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information which is material to the Loan at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4Section, the Borrower GGP, Inc. upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it and which is material to the Loan to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability liability, individually or in an amount aggregating the aggregate, in excess of $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance15,000,000, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in promptly upon the Borrower or any event within forty-five (45) days after the end of each fiscal quarter its Subsidiaries obtaining knowledge of any material adverse developments with respect to any of the BorrowerDisclosed Litigation, the Borrower shall provide a give written quarterly report notice thereof to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; , and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.47.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any Disclosed Litigation or any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information information, to the extent permitted by law, as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the -------- institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower Credit Party or any of its Subsidiaries of the type described in Section 7.1(i) of this Agreement not -------------- previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written -------------- notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the BorrowerCredit Party, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders (which may be incorporated into the Quarterly Compliance Certificate) covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration of the type described in an amount equal to or in excess Section 7.1(i) of $50,000,000 this Agreement (to the extent not previously reported) and -------------- involving a Claim which is uninsured against or affecting the Borrower Credit Party or any of its Subsidiaries or any Property of the Borrower Credit Party or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower ----------- upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice notice, to the extent of its knowledge, of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Controlled Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (2,000,000 to the extent not previously reported) against or affecting the Borrower or any of its Controlled Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be not required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration arbitration, by or before any Governmental Authority, against or affecting the Borrower Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)5.07, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's Company’s reasonable judgment, the Borrower or Company and/or any of its Subsidiaries to liability in an amount aggregating $1,000,000 30,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurancemore, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in Promptly upon the Company or any event within forty-five (45) days after the end of each fiscal quarter its Subsidiaries obtaining knowledge of any material adverse developments with respect to any of the BorrowerDisclosed Litigation, which Disclosed Litigation exposes, in the Company’s reasonable judgment, the Borrower shall provide a Company and/or any of its Subsidiaries to liability in an amount aggregating $10,000,000 or more, give written quarterly report notice thereof to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in In addition to the requirements set forth in clauses (iSections 6.02(b)(i) and (ii) of this Section 8.4), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any Disclosed Litigation or any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.69 90287928_3

Lawsuits. (i) Promptly upon the Borrower's any Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the any Borrower or any of its respective Subsidiaries or any property of any Borrower or any of its respective Subsidiaries not previously disclosed pursuant to Section 7.1(i)SECTION 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the any Borrower's reasonable judgment, the Borrower Borrowers or any of its respective Subsidiaries to liability in an amount aggregating $1,000,000 2,000,000 or more (exclusive of claims covered by insurance policies of the Borrowers or any of its respective Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's indemnity of a financially responsible indemnitor in favor of the Borrowers or such Subsidiary's insuranceany of its respective Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses CLAUSE (i) and (ii) of this Section 8.4SECTION 7.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause CLAUSE (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon upon, and in any event within ten (10) Business Days of, the Borrower's (or any Qualified Borrower's) obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries Subsidiaries, not previously disclosed pursuant to Section 7.1(i7.1(h), which action, suit, proceeding, governmental govern mental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable (or such Qualified Borrower's) reason able judgment, the Borrower or any of its other Subsidiaries (including Qualified Borrowers) to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's (or such Subsidiary's any Qualified Borrower's) insurance, the Borrower (or such Qualified Borrower, as applicable) shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower (or such Qualified Borrower, as applicable) shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) of the nature described in the preceding clause (i) against or affecting the Borrower or any of its Subsidiaries (including Qualified Borrowers) or any Property material assets of the Borrower or any of its Subsidiaries (including Qualified Borrowers) not previously disclosed by the Borrower (or such Qualified Borrower, as applicable) to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower (or such Qualified Borrower, as applicable) upon request of the Administrative Agent or the Requisite Lenders shall promptly give written writ ten notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Borrower obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)SECTION 6.7, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 2,000,000 or more (exclusive of claims covered by insurance policies of the Borrower or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's or such Subsidiary's insurance, indemnity of a financially responsible indemnitor in favor of the Borrower shall or any of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses CLAUSE (i) and (ii) of this Section 8.4SECTION 7.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Lenders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause CLAUSE (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not violate any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon an Authorized Officer of the Borrower's Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceedingproceeding or arbitration, governmental investigation by or arbitration before any Governmental Authority, against or affecting the Borrower Company or any of its Significant Subsidiaries or any property of the Company or any of its Significant Subsidiaries not previously disclosed pursuant to Section 7.1(i)6.7, which action, suit, proceeding, governmental investigation proceeding or arbitration exposes, (or in the case of multiple actions, suits, proceedings, governmental investigations proceedings or arbitrations arising out of the same general allegations or circumstances circumstances, which exposeactions, in suits proceedings or arbitrations), if adversely determined, could reasonably be expected to expose the Borrower's reasonable judgment, the Borrower Company or any of its Significant Subsidiaries to liability in an amount aggregating $1,000,000 30,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Significant Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's indemnity of a financially responsible indemnitor in favor of the Company or such Subsidiary's insuranceany of its Significant Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender to evaluate such matters; and (ii) in addition to the requirements set forth in clause (i) of this Section 7.1(C), upon request of the Administrative Agent or the Required Lenders, promptly give written notice of the status of any action, suit, proceeding or arbitration covered by a report delivered pursuant to clause (i) above and provide such other information as may be reasonably available to it that would not jeopardize any attorney-client privilege by disclosure to the Lenders to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries of the type described in Section 7.1(i) of this Agreement not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of and the Lenders) Lenders and provide such other information and which is material to the Loan as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five sixty (4560) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders (which may be incorporated into the Quarterly Compliance Certificate) covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration of the type described in an amount equal to or in excess Section 7.1(i) of $50,000,000 this Agreement (to the extent not previously reported) and involving a Claim which is uninsured against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information which is material to the Loan at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it and which is material to the Loan to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)2.7 of the Second Amendment, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the BorrowerCompany's reasonable judgment, the Borrower Company or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more (exclusive of claims covered by insurance Exhibit 1.1-5 policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's indemnity of a financially responsible indemnitor in favor of the Company or such Subsidiary's insuranceany of its Subsidiaries unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof), the Borrower shall give written notice thereof to the Administrative Agent (with copies for each holder of the Lenders) Notes and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent such holder and its counsel to evaluate such matters; (ii) as soon as practicable and promptly upon obtaining knowledge thereof, advise each holder of Notes of any material developments in any event within forty-five (45) days after the end of each fiscal quarter of the Borrowersuch actions, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution ofsuits, or written threat of, any action, suit, proceedingproceedings, governmental investigation investigations, arbitrations or arbitration in an amount equal threatened actions covered by a report delivered pursuant to or in excess of $50,000,000 clause (to the extent i) (PROVIDED such disclosure would not previously reported) against or affecting the Borrower or jeopardize any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such mattersattorney-client privilege); and (iii) in addition to the requirements set forth in clauses clause (i) and clause (ii) of this Section 8.47.1(C), the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Majority Holders, promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not jeopardize any attorney-client privilege by disclosure to the holders of the Notes to enable each Lender and the Administrative Agent holder and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section SECTION 7.1(i), which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Payment and Disbursement Agent (with copies for each of and the Lenders) Lenders and provide such other information as may be reasonably available to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five fifty (4550) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Payment and Disbursement Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Payment and Disbursement Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters; and (iii) in 112 addition to the requirements set forth in clauses (i) and (ii) of this Section SECTION 8.4, the Borrower upon request of the Administrative Payment and Disbursement Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Payment and Disbursement Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's Company obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower Company or any of its Subsidiaries or any property of the Company or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i)paragraph 8C, which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the BorrowerCompany's reasonable judgment, the Borrower Company or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more (exclusive of claims covered by insurance policies of the Company or any of its Subsidiaries unless the insurers of such claims have disclaimed coverage or reserved the right to disclaim coverage on such claims and is not exclusive of claims covered by the Borrower's indemnity of a financially responsible indemnitor in favor of the Company or such Subsidiary's insuranceany of its Subsidiaries (unless the indemnitor has disclaimed or reserved the right to disclaim coverage thereof)), the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) Holders and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent Holder and its counsel to evaluate such matters; and (iiiii) in addition to the requirements set forth in clauses clause (i) and (ii) of this Section 8.4paragraph 5A(c), upon the Borrower upon request of the Administrative Agent or the Requisite Lenders shall Required Holder(s), promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it that would not result in loss of any attorney-client privilege by disclosure to the Holders to enable each Lender and the Administrative Agent Holder and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.

Lawsuits. (i) Promptly upon the Borrower's obtaining --------- knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i), which action, suit, proceeding, governmental -------------- investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or more and is not covered by the Borrower's or such Subsidiary's insurance, the Borrower shall give written notice thereof to the Administrative Agent (with copies for each of the Lenders) and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; (ii) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the Borrower shall provide a written quarterly report to the Administrative Agent and the Lenders covering the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration in an amount equal to or in excess of $50,000,000 (to the extent not previously reported) against or affecting the Borrower or any of its Subsidiaries or any Property of the Borrower or any of its Subsidiaries not previously disclosed by the Borrower to the Administrative Agent and the Lenders, and shall provide such other information at such time as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters; and (iii) in addition to the requirements set forth in clauses (i) and (ii) of this Section 8.4, the Borrower upon request of the ----------- Administrative Agent or the Requisite Lenders shall promptly give written notice of the status of any action, suit, proceeding, governmental investigation or arbitration covered by a report delivered pursuant to clause (i) or (ii) above and provide such other information as may be reasonably requested and available to it to enable each Lender and the Administrative Agent and its counsel to evaluate such matters. Notwithstanding the foregoing, the Borrower shall not be required to disclose any information which is subject to the attorney-client privilege.