Common use of Litigation or Other Proceedings Clause in Contracts

Litigation or Other Proceedings. (a) promptly upon COPT or Borrower obtaining knowledge of (x) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting COPT or any of its Subsidiaries (including Borrower), or any property of COPT or such Subsidiary (collectively, "Proceedings") not previously disclosed in writing by COPT or Borrower to Lender or (y) any material development in any Proceeding that, in any case: (i) if adversely determined, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or (ii) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or (iii) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of the Loan Parties to enable the Agent and its counsel to evaluate such matters; and (b) within 20 days after the end of each calendar quarter of COPT, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT and its Subsidiaries which, if adversely determined, could reasonably be expected to result in a money judgment in excess of $1,000,000 individually or $5,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage), and promptly after request by the Agent, such other information as may be reasonably requested by the Agent to enable the Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon COPT or any Responsible Officer of the Borrower obtaining knowledge of (xX) the institution of of, or written threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), Environmental Claim, governmental investigation or arbitration against or affecting COPT the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries (including Borrower), or any property of COPT or such Subsidiary (collectively, "“Proceedings"”) not previously disclosed in writing by COPT or the Borrower to Lender the Lenders or (yY) any material development in any Proceeding that, in any case: (ia) if adversely determined, could reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect; or (iib) exposes, or in the case of multiple Proceedings, expose such Persons, in the Borrower’s reasonable judgment, to liability in an amount aggregating $2,500,000 or more and is or are not covered by insurance; or (c) 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; or (iii) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of the Loan Parties Borrower and as the Borrower and their counsel shall reasonably determine would not jeopardize the attorney-client privilege with respect to such Proceeding, to enable the Agent Lenders and its their counsel to evaluate such matters; and (b) within 20 forty-five (45) days after the end of each calendar quarter Fiscal Quarter of COPTthe Borrower, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT and the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected equal to result in a money judgment in excess of or greater than $1,000,000 individually or $5,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage), 2,500,000 and promptly after request by the Agent, Agent such other information as may be reasonably requested by the Agent to enable the Agent and its counsel to evaluate any of such Proceedings; provided, however, that the Borrower and their counsel may withhold information if in their reasonable determination, disclosure of such information would jeopardize the attorney-client privilege with respect to such Proceeding;

Litigation or Other Proceedings. (a) promptly upon COPT CapStar or the Borrower obtaining knowledge of (x) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting COPT CapStar or any of its Subsidiaries (including Borrower)Subsidiaries, or any property of COPT CapStar or such Subsidiary (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by COPT CapStar or the Borrower to Lender the Lenders or (y) any material development in any Proceeding that, in any case: (i1) if adversely determined, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or (ii2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or (iii) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of CapStar or the Loan Parties Borrower to enable the Agent and its counsel to evaluate such matters; and (b) within 20 days after the end of each calendar quarter of COPTCapStar, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT CapStar and its Subsidiaries which, if adversely determined, could reasonably be expected to result in a money judgment in excess of $1,000,000 individually or $5,000,000 10,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage), and promptly after request by the Agent, such other information as may be reasonably requested by the Agent to enable the Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon COPT or any officer of Borrower obtaining knowledge of, but in no case later than concurrently with each delivery of financial statements of Borrower pursuant to subdivisions (xii) and (iii) above, (X) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting COPT Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries (including Borrower), or any property of COPT or such Subsidiary (collectively, "“Proceedings"”) not previously disclosed in writing by COPT or Borrower to Lender Lenders or (yY) any material development in any Proceeding that, in any case: (i1) if adversely determined, could reasonably be expected has a reasonable possibility of giving rise to have, either individually or in the aggregate, a Material Adverse Effect; or (ii2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or (iii) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of the Loan Parties Borrower to enable the Agent Lenders and its their counsel to evaluate such matters; and (b) within 20 days after the end together with each delivery of each calendar quarter of COPTfinancial statements pursuant to subdivision (ii) above, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT and Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected equal to result in a money judgment in excess of or greater than $1,000,000 individually or $5,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage)5,000,000, and promptly after request by the Agent, Administrative Agent such other information as may be reasonably requested by the Administrative Agent to enable the Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon COPT CapStar or the Borrower obtaining knowledge of (x) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting COPT CapStar or any of its Subsidiaries (including Borrower)Subsidiaries, or any property of COPT CapStar or such Subsidiary (collectively, "Proceedings"``PROCEEDINGS'') not previously disclosed in writing by COPT CapStar or the Borrower to Lender the Lenders or (y) any material development in any Proceeding that, in any case: (i1) if adversely determined, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or (ii2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or (iii3) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of CapStar or the Loan Parties Borrower to enable the Agent and its counsel to evaluate such matters; and (b) within 20 days after the end of each calendar quarter of COPTCapStar, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT CapStar and its Subsidiaries which, if adversely determined, could reasonably be expected to result in a money judgment in excess of $1,000,000 individually or $5,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage), and promptly after request by the Agent, such other information as may be reasonably requested by the Agent to enable the Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. to the extent not otherwise disclosed pursuant to this Section 5.1(b), (aA) promptly upon COPT any Officer of the Obligors or Borrower any of their Restricted Subsidiaries obtaining knowledge of (x) the institution of of, or threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), arbitration, governmental or other public agency or quasi-governmental investigation or arbitration against or affecting COPT the Obligors or any of its their Subsidiaries (including Borrower), or any property of COPT the Obligors or such Subsidiary any of their Restricted Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by COPT or Borrower to Lender ), or (y) any material development in any Proceeding that, in any case:the case of either (x) or (y): (i1) if adversely determined, determined could reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect; or; (ii2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, of the transactions contemplated hereby; (3) challenges or calls into question the financial or other operational condition or results of the Obligors; or (iii4) threatens the validity or priority could cause any of the Liens granted pursuant property comprising the Collateral to the Loan Documentsbe subject to any restriction on ownership, occupancy, use or transferability; written notice thereof together with such other information as may be reasonably available to any of the Obligors to enable each Lender, the Supplemental Guarantor, the Agent, the Loan Parties to enable Administrator and the Agent Board, and its their respective counsel to evaluate such matters; and , and (bB) within 20 days after on or before the end date of the annual financial statements are delivered for each calendar quarter of COPTFiscal Year, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT the Obligors or any of their Restricted Subsidiaries the uninsured portion of which (treating as uninsured deductibles and its Subsidiaries which, if adversely determined, could reasonably be expected to result in a money judgment in excess of $1,000,000 individually any amounts which are insured by Affiliates or $5,000,000 in the aggregate (in either case not adequately covered by insurance as self-insurance) is equal to which a solvent and unaffiliated insurance company has accepted coverage), or greater than $500,000 and promptly after request by the Agent, the Loan Administrator or the Board such other information as may be reasonably requested by the Agent Agent, the Loan Administrator or the Board to enable the Agent Agent, the Loan Administrator or the Board and its their respective counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon COPT or Borrower obtaining knowledge of (x) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting COPT or any of its Subsidiaries (including Borrower), or any property of COPT or such Subsidiary (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by COPT or Borrower to Lender or (y) any material development in any Proceeding that, in any case: (i) if adversely determined, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or (ii) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or (iii) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of the Loan Parties to enable the Agent and its counsel to evaluate such matters; and (b) within 20 days after the end of each calendar quarter of COPT, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT and its Subsidiaries which, if adversely determined, could reasonably be expected to result in a money judgment in excess of $1,000,000 individually or $5,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage), and promptly after request by the Agent, such other information as may be reasonably requested by the Agent to enable the Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon COPT or any officer of Borrower obtaining knowledge of, but in no case later than concurrently with each delivery of financial statements of Borrower pursuant to subdivisions (xii) and (iii) above, (X) the institution of any action, suit, proceeding proceed- ing (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting COPT Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries (including Borrower), or any property of COPT or such Subsidiary (collectivelycollec- tively, "Proceedings") not previously disclosed in writing by COPT or Borrower to Lender Lenders or (yY) any material development in any Proceeding that, in any case: : (i1) if adversely determined, could reasonably be expected has a reasonable possibility of giving rise to have, either individually or in the aggregate, a Material Adverse Effect; or or (ii2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or (iii) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of the Loan Parties Borrower to enable the Agent Lenders and its their counsel to evaluate such matters; and (b) within 20 days after the end together with each delivery of each calendar quarter of COPTfinancial statements pursuant to subdivision (ii) above, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT and Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected equal to result in a money judgment in excess of or greater than $1,000,000 individually or $5,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage)5,000,000, and promptly after request by the Agent, Administrative Agent such other information as may be reasonably requested by the Administrative Agent to enable the Administrative Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon COPT Royale or Borrower obtaining knowledge of (x) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting COPT Royale or any of its Subsidiaries (including Borrower)Subsidiaries, or any property of COPT Royale or such Subsidiary (collectively, "Proceedings") not previously disclosed in writing by COPT Royale or Borrower to Lender the Lenders or (y) any material development in any Proceeding that, in any case: (i) if adversely determined, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or (ii) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or (iii) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of the Loan Parties Royale or Borrower to enable the Agent Lender and its counsel to evaluate such matters; and (b) within 20 days after the end of each calendar quarter of COPTRoyale, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT Royale and its Subsidiaries which, if adversely determined, could reasonably be expected to result in a money judgment in excess of $1,000,000 individually or $5,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage), and promptly after request by the AgentLender, such other information as may be reasonably requested by the Agent Lender to enable the Agent Lender and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. (a) promptly upon COPT or Borrower obtaining knowledge of (x) the institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting COPT or any of its Subsidiaries (including Borrower)Subsidiaries, or any property of COPT or such Subsidiary (collectively, "ProceedingsPROCEEDINGS") not previously disclosed in writing by COPT or Borrower to Lender the Agent or (y) any material development in any Proceeding that, in any case: (i) if adversely determined, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or (ii) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby; or (iii) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of the Loan Parties to enable the Agent and its counsel to evaluate such matters; and (b) within 20 days after the end of each calendar quarter of COPT, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT and its Subsidiaries which, if adversely determined, could reasonably be expected to result in a money judgment in excess of $1,000,000 individually or $5,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage), and promptly after request by the Agent, such other information as may be reasonably requested by the Agent to enable the Agent and its counsel to evaluate any of such Proceedings;

Litigation or Other Proceedings. to the extent not disclosed pursuant to this subsection, (a) promptly upon COPT or any Responsible Officer of the Borrower obtaining knowledge of (xX) the institution of of, or threat of, any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration against or affecting COPT the Borrower or any of its Subsidiaries (including Borrower), or any property of COPT the Borrower or such Subsidiary any of its Subsidiaries (collectively, "Proceedings") not previously disclosed in writing by COPT or Borrower to Lender or (yY) any material development in any Proceeding that, in any case: (i1) if is reasonably likely to be adversely determineddetermined and assuming that all damages demanded in such litigation are awarded, could reasonably be expected to have, either individually or is in the aggregate, a Material Adverse Effectreasonable determination of the Borrower likely to impair the ability of the Borrower to perform its payment or other material obligations under the Loan Documents; or (ii2) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, of the transactions contemplated hereby; or (iii) threatens the validity or priority of the Liens granted pursuant to the Loan Documents; written notice thereof together with such other information as may be reasonably available to any of the Loan Parties Borrower to enable the Agent Agent, the Loan Administrator, the Board, each Counter-Guarantor and its their respective counsel to evaluate such matters; and (b) within 20 twenty days after the end of each calendar quarter of COPTFiscal Year, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting, COPT and the Borrower or any of its Subsidiaries which, if adversely determined, could reasonably be expected the uninsured portion of which is equal to result in a money judgment in excess of $1,000,000 individually or greater than $5,000,000 in the aggregate (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has accepted coverage), and promptly after request by the Agent, the Loan Administrator, the Board or any Counter-Guarantor such other information as may be reasonably requested by the Agent Agent, the Loan Administrator, the Board or such Counter-Guarantor to enable the Agent Agent, the Loan Administrator, the Board or such Counter-Guarantor and its their respective counsel to evaluate any of such Proceedings;