Promptly upon any officer of either Borrower becoming aware of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by the Borrowers to the Administrative Agent and the Lender Parties, or (ii) any material development in any Adverse Proceeding that, in the case of either sub-clause (i) or (ii) , could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof.