Common use of Notification by Borrower Clause in Contracts

Notification by Borrower. The following notifications: (i) promptly upon Borrower’s obtaining knowledge thereof, any litigation or proceeding before any Governmental Authority or any mediation or arbitration with respect to Borrower, any Borrower Partner, Guarantor, any Property, the Collateral, Borrower’s rights or obligations under any Lease or Permitted Encumbrance, or any license, permit or approval obtained by Borrower or the Liens securing the Obligations, including any challenge to or appeal of any Operating Permit or zoning applicable to such Property, specifying the nature and ________________________________________________________________________________________________________________________ status thereof, and any material determinations in all such litigation, proceedings, mediations and arbitrations, in each case with respect to the foregoing which are applicable to a Guarantor, if determined adversely, to the extent same would reasonably be expected to have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, any material change in any material fact or circumstance represented or warranted in this Loan Agreement or any of the other Loan Documents, or occurrence of any event or circumstance, in each case which would reasonably be expected to have a Material Adverse Effect; (iii) within three (3) Business Days after the occurrence thereof, of any acceleration of any Indebtedness of Borrower; (iv) within five (5) Business Days after the occurrence thereof, of any name change or change in fiscal year for Borrower; (v) within five (5) Business Days after the occurrence thereof, a copy of any amendment to the Borrower Partnership Agreement or any other organizational document, of Borrower or Borrower GP, and promptly following Agent’s request, an updated organizational chart of the Borrower in the form attached to the Borrower’s Certificate; (vi) promptly upon Borrower’s obtaining knowledge thereof, any breach, default or failure of performance by any party under, or any notice that a party has challenged or denied the validity or enforceability of the Permitted Encumbrances, any Material Operating Agreement, the Asset Management Agreement or any other material agreement, contract, or other instrument to which Borrower is a party or by which any of its properties are bound, in each case that has or would reasonably be expected to have a Material Adverse Effect; (vii) promptly after receipt of notice of the same from any Person, any claim which would reasonably be expected to have a Material Adverse Effect against or affecting Borrower, Borrower GP, Guarantor, any Property, the Collateral, Borrower’s rights under any Permitted Encumbrance or any license, permit or approval obtained by Borrower or the Liens securing the Obligations; (viii) [Intentionally Deleted]; (ix) (i) within ten (10) days after Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, that alone or in combination with any other ERISA Event that has occurred and is continuing, has or would reasonably be expected to have a Material Adverse Effect and as pertaining to the Properties, as to all of Properties, considered in their entirety, written notice describing such event; (ii) within ten (10) days after Borrower or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under IRC Section 412 has been filed with respect to any Pension Plan or Multiemployer Plan, a written statement of Borrower describing such ERISA Event or waiver request and the action, if any, Borrower and ERISA ________________________________________________________________________________________________________________________ Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (iii) within thirty (30) days after Borrower or any ERISA Affiliate knows or has reason to know that there has been a material increase in the unfunded pension liability of any Pension Plan, notice of such occurrence; (iv) simultaneously with the date that Borrower or any ERISA Affiliate files a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (v) within ten (10) days after Borrower or any ERISA Affiliate adopts a new Pension Plan or becomes obligated to contribute to a Multiemployer Plan, written notice describing same; and (x) within five (5) Business Days after the occurrence thereof, a copy of any notice received under the Wachovia Leases and the Wachovia Master Agreement, including, any Wachovia Termination Notices.

Notification by Borrower. The following notifications: (i) promptly upon after Borrower’s obtaining knowledge learning thereof, any litigation or proceeding before any Governmental Authority or any mediation or arbitration with respect to Borrower, any Borrower Partner, Guarantor, any Propertythe Premises, the Collateral, Borrower’s rights or obligations under any Lease or Permitted Encumbrance, any Premises Document or any license, permit or approval obtained by Borrower or the Liens securing the Obligations, including any challenge to or appeal of any Operating Permit or zoning applicable to such Propertythe Premises, specifying the nature and ________________________________________________________________________________________________________________________ status thereof, and any material determinations in all such litigation, proceedings, mediations and arbitrationsarbitrations (other than those arising from “slip-and-fall” and other routine claims ordinarily made in the normal course of operating the Premises which, in each case if adversely determined, would reasonably likely have no Material Adverse Effect and are covered by Borrower’s insurance and with respect to which the foregoing which are applicable insurer has not denied coverage or refused to a Guarantordefend and immaterial contract disputes involving Borrower and its contractors or service suppliers ordinarily made in the normal course of operating the Premises which, if determined adverselyadversely determined, to the extent same would reasonably be expected to likely have a no Material Adverse Effect); (ii) promptly upon the occurrence after Borrower’s learning thereof, any material adverse change in any material fact or circumstance represented or warranted in this Loan Agreement or any of the other Loan Documents, or occurrence and of any event fact or circumstance, in each case circumstance which would reasonably be expected to have a Material Adverse Effectmight materially and adversely interfere with the operation of the Premises or the ownership of any of the Collateral; (iii) within three (3) Business Days after the occurrence thereof, of any acceleration of any Indebtedness of Borrower; (iv) within five (5) Business Days after the occurrence thereof, of any name change or change in fiscal year for for, or change in the principal place of business or chief executive office of, Borrower; (v) within five thirty (530) Business Days after the occurrence thereof, a copy of any amendment to the Borrower Partnership Operating Agreement or any other organizational document, of Borrower or Borrower GPBorrower, and promptly following Agent’s request, an updated a list or organizational chart of the owners of direct or indirect beneficial and equitable interests in Borrower in the form attached to the Borrower’s CertificateCertificate (and excluding shareholders of Guarantor); (vi) promptly upon Borrower’s obtaining knowledge occurrence thereof, any breach, default or failure of performance by any party under, or any written notice that a party has challenged or denied the validity or enforceability of the Permitted Encumbrances, any Material Operating Agreement, the Asset Management Agreement, the Franchise Agreement or any material other material agreement, contract, or other instrument to which Borrower is a party or by which any of its properties are bound, in each case that has or would reasonably be expected to have a Material Adverse Effect; (vii) promptly after receipt of notice of the same from any Person, any material adverse claim which would reasonably be expected to have a Material Adverse Effect against or affecting Borrower, Borrower GP, Guarantor, any Propertythe Premises, the Collateral, Borrower’s rights under any Permitted Encumbrance or any license, permit or approval obtained by Borrower or the Liens securing the Obligations;Obligations (other “slip-and-fall” and other routine claims ordinarily made in the normal course of operating the Premises which, if adversely determined, would reasonably likely have no Material Adverse Effect and are covered by Borrower’s insurance and with respect to which the insurer has not denied coverage or refused to defend and immaterial contract disputes involving Borrower and its contractors or service suppliers ordinarily made in the normal course of operating the Premises which, if adversely determined, would reasonably likely have no Material Adverse Effect); and (viii) [Intentionally Deleted]; (ix) (i) within ten (10) days after Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, that alone or in combination with any other ERISA Event that has occurred and is continuing, has or would reasonably be expected to have a Material Adverse Effect and as pertaining to the Properties, as to all of Properties, considered in their entirety, written notice describing such event; (ii) within ten (10) days after Borrower or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under IRC Section 412 has been filed with respect to any Pension Plan or Multiemployer Plan, a written statement of Borrower describing such ERISA Event or waiver request and the action, if any, Borrower and ERISA ________________________________________________________________________________________________________________________ Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (iii) within thirty (30) days after Borrower or any ERISA Affiliate knows or has reason to know that there has been a material increase in the unfunded pension liability of any Pension Plan, notice of such occurrence; (iv) simultaneously with the date that Borrower or any ERISA Affiliate files a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (v) within ten (10) days after Borrower or any ERISA Affiliate Affiliate adopts a new Pension Plan or becomes obligated to contribute to a Multiemployer Plan, written notice describing same; and (x) within five (5) Business Days after the occurrence thereof, a copy of any notice received under the Wachovia Leases and the Wachovia Master Agreement, including, any Wachovia Termination Notices.

Notification by Borrower. The following notifications: (i) promptly upon BorrowerBorrower or Operating Lessee’s obtaining knowledge learning thereof, any litigation or litigation, mediation, arbitration of other proceeding before any Governmental Authority or any mediation or arbitration with respect to Borrower, any Borrower Partner, Guarantor, any PropertyOperating Lessee, the CollateralPremises or the Collateral which, Borrower’s rights or obligations under any Lease or Permitted Encumbranceif adversely determined would reasonably be likely to have a Material Adverse Effect, or any licensewith respect to Guarantor which, permit or approval obtained by Borrower or the Liens securing the Obligationsif adversely determined, including any challenge would reasonably be likely to or appeal of any Operating Permit or zoning applicable to such Propertyhave a Material Adverse Effect on Guarantor, specifying the nature and ________________________________________________________________________________________________________________________ status thereof, and any material determinations in all such litigation, proceedings, mediations and arbitrations; 62528184 59 (ii) promptly upon Borrower or Operating Lessee’s learning thereof, in each case with respect any litigation or proceeding before any Governmental Authority regarding any challenge to or appeal of any material Operating Permit or zoning applicable to the foregoing which are applicable to a GuarantorPremises, if determined adverselyspecifying the nature and status thereof, to the extent same would reasonably be expected to have a Material Adverse Effectand any material determinations in all such litigation and proceedings; (iiiii) promptly upon the occurrence thereof, of any material change in any material fact or circumstance represented or warranted in this Loan Agreement or any of the other Loan Documents, or occurrence and of any event fact or circumstance, in each case circumstance which would is reasonably be expected likely to have a Material Adverse Effectmaterially interfere with the operation of the Premises or the ownership of any of the Collateral; (iiiiv) within three (3) Business Days after promptly upon the occurrence thereof, of any acceleration of any Indebtedness of BorrowerBorrower or Operating Lessee; (ivv) within five (5) Business Days after the occurrence thereof, of any name change or change, change in fiscal year for Borroweror change in the chief executive office or principal place of business of Borrower or Operating Lessee; (vvi) within five (5) Business Days after the occurrence thereof, a copy of any amendment to the Borrower Partnership Agreement operating agreements or any other organizational document, of Borrower or Borrower GPOperating Lessee, and promptly following Agent’s request, an updated a list or organizational chart of the owners of direct or indirect beneficial and equitable interests in Borrower and Operating Lessee in the form attached to the Borrower’s Certificate; (vivii) promptly upon Borrower’s obtaining knowledge occurrence thereof, of any breach, default or failure of performance by any party under, or any written notice that a party has challenged or denied the validity or enforceability of the any Permitted EncumbrancesEncumbrance, any Premises Document, any material Lease, any Material Operating Agreement, the Asset Property Management Agreement or any other material agreementthe Franchise Agreement, contractif any, which would or other instrument to which Borrower is a party or by which any of its properties are bound, in each case that has or would reasonably be expected likely to have a Material Adverse Effect; (viiviii) promptly within five (5) Business Days after receipt by Borrower, Operating Lessee or Guarantor of written notice of the same from any Person, any material adverse claim against or affecting, and any notice or other instrument received by Borrower, Operating Lessee or Guarantor which would or is reasonably be expected likely to have a Material Adverse Effect against or affecting Borrower, Borrower GP, Guarantor, any Property, the Collateral, Borrower’s rights under any Permitted Encumbrance or any license, permit or approval obtained by Borrower or the Liens securing the Obligations; (viii) [Intentionally Deleted]Effect; (ix) promptly, and in any case within five (5) Business Days after the occurrence thereof, any material fire or other Casualty (which notice also shall generally describe the nature and extent of such Casualty and set forth Borrower’s best estimate of the cost of Restoration); (x) promptly, and in any case within five (5) Business Days after the occurrence thereof, Borrower and Operating Lessee shall notify Agent of any 62528184 60 Taking or the commencement of any proceedings or negotiations which might result in such a Taking (which notice shall generally describe the nature and extent of such Taking or the nature of such proceedings or negotiations and the nature and extent of the Taking which might result therefrom); and (xi) (i) within ten (10) days after Borrower Borrower, Operating Lessee or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, that alone or in combination with any other ERISA Event that has occurred and is continuing, has or would reasonably be expected to have a Material Adverse Effect and as pertaining to the Properties, as to all of Properties, considered in their entirety, written notice describing such event; (ii) within ten (10) days after Borrower Borrower, Operating Lessee or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under IRC Section 412 has been filed with respect to any Pension Plan or Multiemployer Plan, a written statement of Borrower describing such ERISA Event or waiver request and the action, if any, Borrower Borrower, Operating Lessee and ERISA ________________________________________________________________________________________________________________________ Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (iii) within thirty (30) days after Borrower Borrower, Operating Lessee or any ERISA Affiliate knows or has reason to know that there has been a material increase in the unfunded pension liability of any Pension Plan, notice of such occurrence; (iv) simultaneously with the date that Borrower Borrower, Operating Lessee or any ERISA Affiliate files a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (v) within ten (10) days after Borrower Borrower, Operating Lessee or any ERISA Affiliate adopts a new Pension Plan or becomes obligated to contribute to a Multiemployer Plan, written notice describing same; and (x) within five (5) Business Days after the occurrence thereof, a copy of any notice received under the Wachovia Leases and the Wachovia Master Agreement, including, any Wachovia Termination Notices.

Notification by Borrower. The following notifications: (i) promptly upon Borrower’s obtaining knowledge learning thereof, any claim made in writing, litigation or proceeding before any Governmental Authority (other than “slip-and-fall” and other routine claims ordinarily made in the normal course of operating the Premises which, if adversely determined, would reasonably likely have no Material Adverse Effect and are covered by Borrower’s or Property Owner’s insurance and with respect to which the insurer has not denied coverage or refused to defend and immaterial contract disputes involving Property Owner and its contractors or service suppliers ordinarily made in the normal course of operating the Premises which, if adversely determined, would reasonably likely have no Material Adverse Effect) against or any written demand for mediation or arbitration with respect to involving Borrower, any Borrower PartnerProperty Owner, (to the extent it would have a Material Adverse Effect). Guarantor, any Propertythe Premises, the Collateral, the Required Improvements, Borrower’s or Property Owner’s rights or obligations under any Lease or Permitted Encumbrance, or any license, permit or approval obtained by Borrower or Property Owner or the Liens securing the Obligations, including any challenge to or appeal of any Construction Permit, Operating Permit or zoning applicable to such Propertythe Premises, specifying the nature and ________________________________________________________________________________________________________________________ status thereof, and any material determinations in all such litigation, proceedings, mediations and arbitrations, in each case with respect to the foregoing which are applicable to a Guarantor, if determined adversely, to the extent same would reasonably be expected to have a Material Adverse Effect; (ii) promptly upon after Borrower obtains knowledge of the occurrence thereof, of any material and adverse change in any material fact or circumstance represented or warranted in this Loan Agreement or any of the other Loan Documents, or occurrence and of any event fact or circumstance, in each case circumstance which would reasonably be expected to have a Material Adverse Effectmaterially and adversely interfere with the operation of the Premises, construction of the Required Improvements or the ownership of any of the Collateral; (iii) within three (3) Business Days after promptly upon the occurrence thereof, of any acceleration of any Indebtedness of BorrowerBorrower or Property Owner; (iv) within five (5) Business Days after the occurrence thereof, of any name change or change in fiscal year for BorrowerBorrower or Property Owner; (v) within five thirty (530) Business Days after the occurrence thereof, a copy of any amendment to the Borrower Partnership Agreement operating agreements or any other organizational document, of Borrower or Borrower GPProperty Owner, and promptly following Agent’s request, an updated a list or organizational chart of the owners of direct or indirect beneficial and equitable interests in Borrower and Property Owner in the form attached to the Borrower’s CertificateCertificate (and excluding limited partners in Guarantor and shareholders of Interstate Hotels & Resorts, Inc.); (vi) promptly upon Borrower’s obtaining knowledge occurrence thereof, any breach, default or failure of performance by any party under, or any written notice that a party has challenged or denied the validity or enforceability of the any Construction Document, any Permitted EncumbrancesEncumbrance, any Premises Document, any Lease, any Material Operating Agreement, the Asset Property Management Agreement or any other material agreementthe Franchise Agreement, contractwhich breach, default, failure or other instrument to which Borrower is a party or by which any of its properties are bound, in each case that notice has or would reasonably be expected to have a Material Adverse Effect; (vii) promptly promptly, and in any case within one (1) Business Day after receipt of notice the occurrence thereof, any fire or other Casualty that would exceed the Casualty Proceeds Disbursement Threshold, and within three (3) Business Days after the occurrence thereof, Borrower shall provide Agent with a general description of the same from nature and extent of such Casualty and set forth Borrower’s good faith estimate of the cost of Restoration as of such date; (viii) promptly, and in any Personcase within one (1) Business Day after the occurrence thereof, Borrower shall notify Agent of any claim Taking or the commencement of any proceedings or negotiations which might result in such a Taking, and within three (3) Business Days after the occurrence thereof, Borrower shall provide Agent with a general description of the nature and extent of such Taking or the nature of such proceedings or negotiations and the nature and extent of the Taking which would reasonably be expected to have a Material Adverse Effect against or affecting Borrower, Borrower GP, Guarantor, any Property, the Collateral, Borrower’s rights under any Permitted Encumbrance or any license, permit or approval obtained by Borrower or the Liens securing the Obligations; (viii) [Intentionally Deleted];result therefrom; and (ix) (i) within ten (10) days after Borrower Borrower, Property Owner or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, that alone or in combination with any other ERISA Event that has occurred and is continuing, has or would reasonably be expected to have a Material Adverse Effect and as pertaining to the Properties, as to all of Properties, considered in their entirety, written notice describing such event; (ii) within ten (10) days after Borrower Borrower, Property Owner or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under IRC Section 412 has been filed with respect to any Pension Plan or Multiemployer Plan, a written statement of Borrower describing such ERISA Event or waiver request and the action, if any, Borrower Borrower, Property Owner and ERISA ________________________________________________________________________________________________________________________ Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (iii) within thirty (30) days after Borrower Borrower, Property Owner or any ERISA Affiliate knows or has reason to know that there has been a material increase in the unfunded pension liability of any Pension Plan, notice of such occurrence; (iv) simultaneously with the date that Borrower Borrower, Property Owner or any ERISA Affiliate files a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (v) within ten thirty (1030) days after Borrower Borrower, Property Owner or any ERISA Affiliate adopts a new Pension Plan or becomes obligated to contribute to a Multiemployer Plan, written notice describing same; and (x) within five (5) Business Days after the occurrence thereof, a copy of any notice received under the Wachovia Leases and the Wachovia Master Agreement, including, any Wachovia Termination Notices.

Notification by Borrower. The following notifications: (i) promptly upon Borrower’s obtaining knowledge thereof, any litigation or proceeding before any Governmental Authority or any mediation or arbitration with respect to Borrower, any Borrower Partner, Guarantor, any Property, the Collateral, Borrower’s rights or obligations under any Lease or Permitted Encumbrance, or any license, permit or approval obtained by Borrower or the Liens securing the Obligations, including any challenge to or appeal of any Operating Permit or zoning applicable to such Property, specifying the nature and ________________________________________________________________________________________________________________________ status thereof, and any material determinations in all such litigation, proceedings, mediations and arbitrations, in each case with respect to the foregoing which are applicable to a Guarantor, if determined adversely, to the extent same would reasonably be expected to have a Material Adverse Effect; (ii) promptly upon the occurrence thereof, any material change in any material fact or circumstance represented or warranted in this Loan Agreement or any of the other Loan Documents, or occurrence of any event or circumstance, in each case which would reasonably be expected to have a Material Adverse Effect; (iii) within three (3) Business Days after the occurrence thereof, of any acceleration of any Indebtedness of Borrower; (iv) within five (5) Business Days after the occurrence thereof, of any name change or change in fiscal year for Borrower; (v) within five (5) Business Days after the occurrence thereof, a copy of any amendment to the Borrower Partnership Agreement or any other organizational document, of Borrower or Borrower GP, and promptly following Agent’s request, an updated organizational chart of the Borrower in the form attached to the Borrower’s Certificate; (vi) promptly upon Borrower’s obtaining knowledge thereof, any breach, default or failure of performance by any party under, or any notice that a party has challenged or denied the validity or enforceability of the Permitted Encumbrances, any Material Operating Agreement, the Asset Management Agreement or any other material agreement, contract, or other instrument to which Borrower is a party or by which any of its properties are bound, in each case that has or would reasonably be expected to have a Material Adverse Effect; (vii) promptly after receipt of notice of the same from any Person, any claim which would reasonably be expected to have a Material Adverse Effect against or affecting Borrower, Borrower GP, Guarantor, any Property, the Collateral, Borrower’s rights under any Permitted Encumbrance or any license, permit or approval obtained by Borrower or the Liens securing the Obligations; (viii) [Intentionally Deleted]; (ix) (i) within ten (10) days after Borrower or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, that alone or in combination with any other ERISA Event that has occurred and is continuing, has or would reasonably be expected to have a Material Adverse Effect and as pertaining to the Properties, as to all of Properties, considered in their entirety, written notice describing such event; (ii) within ten (10) days after Borrower or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under IRC Section 412 has been filed with respect to any Pension Plan or Multiemployer Plan, a written statement of Borrower describing such ERISA Event or waiver request and the action, if any, Borrower and ERISA ________________________________________________________________________________________________________________________ Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; (iii) within thirty (30) days after Borrower or any ERISA Affiliate knows or has reason to know that there has been a material increase in the unfunded pension liability of any Pension Plan, notice of such occurrence; (iv) simultaneously with the date that Borrower or any ERISA Affiliate files a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (v) within ten (10) days after Borrower or any ERISA Affiliate adopts a new Pension Plan or becomes obligated to contribute to a Multiemployer Plan, written notice describing same; and (x) within five (5) Business Days after the occurrence thereof, a copy of any notice received under the Wachovia Leases and the Wachovia Master Agreement, including, any Wachovia Termination Notices.