Regarding the Hotel Sample Clauses

Regarding the Hotel. Seller hereby represents to Buyer that, to Seller’s Knowledge (and except as disclosed in Exhibit H or in any other Exhibit to this Agreement, in the Title Report or the Survey, or in any other document or written notice furnished to Buyer by Seller, its representatives or other third parties engaged by Buyer in connection with its due diligence of the Hotel, prior to the Approval Date): 5.1.1.1 To Seller’s Knowledge, Seller has not received written notice from any Governmental Authority (A) that the current condition, occupancy or use of the Hotel violates or will require correction under any applicable Law (including, without limitation, building and safety codes, Title III of the Americans with Disabilities Act, OSHA regulations or Laws regulating Hazardous Substances) or (B) revoking, canceling or denying renewal of any Permit or Liquor License. 5.1.1.2 To Seller’s Knowledge, Seller has not filed any notice of protest or appeal against, or commenced proceedings to recover, real property tax assessments against the Hotel Parcel or the Hotel Improvements. 5.1.1.3 To Seller’s Knowledge, there are no lawsuits filed and served upon Seller or otherwise pending or, to Seller’s Knowledge, threatened, whose outcome could adversely affect title to or the use, occupancy or operation of the Hotel or Seller’s ability to convey the Hotel under this Agreement (including, without limitation, actions for condemnation). 5.1.1.4 To Seller’s Knowledge, during the period of Seller’s ownership and operation of the Hotel (i) there has been no release in violation of applicable Laws of any Hazardous Substance on, in or under the Hotel Parcel or the Hotel Improvements, (ii) there are no underground storage tanks located on or under the Hotel Parcel and (iii) no Hazardous Substances have leaked, escaped or been discharged, emitted or otherwise released from the Hotel Parcel onto any adjoining properties. 5.1.1.5 To Seller’s Knowledge, the Schedule of Leases attached hereto as Exhibit I identifies all of the existing Leases and, to Seller’s Knowledge, neither Seller nor any other party to any such Lease is currently in default thereunder and all such Leases are in full force and effect. 5.1.1.6 To Seller’s Knowledge, the Schedule of Contracts attached hereto as Exhibit L identifies all of the existing Equipment Leases and Service Contracts and, to Seller’s Knowledge, neither Seller nor any other party to any such Equipment Lease or Service Contract is currently in default thereu...
Sample 1
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Regarding the Hotel. Seller hereby represents to Buyer that, as of the Effective Date, except as disclosed in Exhibit H or in any other Exhibit to this Agreement, in the Existing Environmental Report, the Existing Title Report or the Existing Survey: 5.1.1.1 Except as set forth on Exhibit H, Seller has not received written notice from any Governmental Authority (A) that the current condition, occupancy or use of the Hotel violates or will require correction under any applicable Law (including, without limitation, building and safety codes, Title III of the Americans with Disabilities Act, OSHA regulations or Laws regulating Hazardous Substances) or (B) revoking, canceling or denying renewal of any Permit. 5.1.1.2 All sales, use, room, occupancy and similar tax returns required of Seller for the Hotel have been filed or, if not now due, will be duly filed by Seller in a timely manner. All taxes shown on the returns being due as of the Closing Date have been paid or if not now due will be timely paid. 5.1.1.3 Seller has not filed any notice of protest or appeal against, or commenced proceedings to recover, real property tax assessments against the Hotel Parcel or the Hotel Improvements. The list of tax certiorari proceedings set forth on Exhibit H constitutes a true, correct and complete list of all such proceedings (collectively, the “Tax Proceedings”), and there are no other tax certiorari proceedings pending or, to Seller’s Knowledge, threatened, against any Seller or any portion of the Property. With respect to Tax Proceedings pending at the Closing Date, Buyer shall assume the prosecution of such proceeding; provided, however, that to the extent the settlement of such proceeding materially and adversely affects real estate taxes and assessments payable with respect to any period prior to the Closing Date and any Seller is responsible therefor, Buyer will not settle or compromise such proceeding without the applicable Seller’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned; further provided that any tax refund resulting from such proceeding, net of the aggregate cost of prosecuting such proceeding, and after deducting any refunds required to be made to tenants under leases, shall be apportioned between Seller and Buyer. 5.1.1.4 There are no lawsuits filed and served upon Seller or to Seller’s Knowledge otherwise pending or threatened, whose outcome could adversely affect title to or the use, occupancy or operation of the Hotel or Se...
Sample 1
Regarding the Hotel. Seller hereby represents and warrants to Buyer that, as of the Effective Date, except as disclosed in Exhibit H or any other Exhibit to this Agreement, in the Title Report, the Existing Survey or in any new Survey, third party report or other written document or notice obtained by or furnished to Buyer prior to the Approval Date: 5. 1.1.1 To Seller’s Knowledge, Seller has not received written notice from any Governmental Authority that the current condition, occupancy or use of the Hotel violates any applicable Law, nor to Seller’s Knowledge has any such violation occurred, whether or not notice thereof has been received. 5. 1.1.2 There are no lawsuits filed and served upon Seller or, to Seller’s Knowledge, otherwise pending or threatened, whose outcome could adversely affect title to or the use, occupancy or operation of the Hotel or Seller’s ability to convey the Hotel or otherwise perform its obligations under this Agreement (including, without limitation, actions for condemnation or eminent domain).
Sample 1
Regarding the Hotel. Seller hereby represents to Buyer that, as of the Effective Date and except as disclosed in Exhibit H or in any other Exhibit to this Agreement, the Environmental Report, the Natural Hazard Report, the Title Report or the Survey or any of the other Due Diligence Materials: 5.1.1.1 To Seller's Knowledge, neither of Seller and Hotel Manager has received written notice from any Governmental Authority or is otherwise aware (A) that the current condition, occupancy or use of the Hotel violates or will require correction under any applicable Law (including, without limitation, building and safety codes, Title III of the Americans with Disabilities Act, OSHA regulations or Laws regulating Hazardous Substances), (B) that the Hotel is or will be the subject of an investigation as the existence of any such violation or requirement (excluding routine periodic inspections) or (C) or any proceeding or threatened action to revoke, cancel or deny renewal of any Permit or Liquor License. 5.1.1.2 To Seller's Knowledge, neither or Seller or Hotel Manager has received written notice from the carrier of any insurance covering the Hotel, or is otherwise aware, of any condition that, if not corrected, would result in termination of such insurance or a material increase in the premium therefor. 5.1.1.3 To Seller's Knowledge, neither Seller nor Hotel Manager has received written notice from any Governmental Authority of a proceeding to create any new assessment district that would include the Hotel Premises or any part thereof.
Sample 1
Regarding the Hotel. Seller hereby represents and warrants to Buyer that, as of the Effective Date and except as disclosed in Exhibit “5.1.1” or elsewhere in this Agreement or in any other Exhibit to this Agreement, the Environmental Report, the Natural Hazards Report, the Title Report, the Survey or other written materials made available to Buyer at the Hotel prior to the Effective Date or on the Electronic Data Site prior to the Effective Date: 5.1.6.1 To Seller’s Knowledge, attached hereto as Exhibit “5.1.1.1” is a list of all material Permits which Seller and/or Hotel Manager has obtained in the Ordinary Course and, to Seller’s Knowledge, neither Seller nor Hotel Manager has received written notice (A) that the current condition, occupancy or use of the Hotel violates or will require correction under any applicable Law (including, without limitation, building, health, fire, zoning, occupancy and safety codes, Title III of the Americans with Disabilities Act, OSHA regulations or Laws regulating Hazardous Substances) or (B) revoking, canceling or denying renewal of any Permit or Liquor License. 5.1.6.2 Seller has not filed any notice of protest or appeal against, or commenced proceedings to recover, real property tax assessments against the Hotel Parcel or the Hotel Improvements except as set forth in Exhibit “5.
Sample 1
Regarding the Hotel. Seller hereby represents to Buyer that, as of the Effective Date (and except as disclosed in Exhibit C to this Agreement or in any other Exhibit to this Agreement, in the Existing Environmental Report, the Existing Title Report or the Existing Survey listed on Exhibit D, or in any other document (or a reasonably detailed written notice) furnished by Seller to Buyer ten (10) days prior to the Approval Date, including the documents listed on Exhibit E): 5.1.1.1 Seller has not received written notice from any Governmental Authority (A) that the current condition, occupancy, ownership or use of the Hotel violates or will require correction under any applicable Law (including, without limitation, building and safety codes, Title III of the Americans with Disabilities Act, OSHA regulations, Laws regulating Hazardous Substances or Environmental Laws) or (B) revoking, canceling or denying renewal of any Permit. 5.1.1.2 Seller has not filed any notice of protest or appeal against, or commenced proceedings to recover, any tax assessments against the Hotel Parcel, the Hotel Improvements or any other part of the Property. 5.1.1.3 Seller has furnished Buyer copies of the fiscal year 2004, 2005 and 2006 audited annual financial statements (the “Audited Financial Statements”). Seller has also furnished unaudited monthly statements for 2007 through July 31, 2007 (the “Unaudited Financial Statements”). Seller shall provide Buyer with additional Unaudited Financial Statements as they become available between the Effective Date and the Closing Date. The Audited Financial Statements are complete and accurate in all material respects, and, to Seller’s Knowledge, the 2007 Unaudited Financial Statements are complete and accurate in all material respects (subject to customary year end adjustments). 5.1.1.4 Except for those leases listed on Exhibit F, there are no Leases encumbering the Hotel. 5.1.1.5 None of the Hotel Employees are covered by a collective bargaining agreement or are included within a bargaining unit that has been certified under the National Labor Relations Act. 5.1.1.6 Exhibit G identifies all of the Service Contracts. 5.1.1.7 Exhibit H identifies all of the Equipment Leases. 5.1.1.8 Except as set forth on Exhibit I, Seller has neither given to nor received from a party to any Service Contract, Equipment Lease, Lease, Permit, the Ground Lease, the Parking Agreement or any other Third Party Contract, written notice that any material default currently exists under...
Sample 1

Related to Regarding the Hotel

  • Concerning the Bank (a) The Bank may employ agents or attorneys-in-fact which are not affiliates of the Bank with the prior written consent of the Trust (which consent shall not be unreasonably withheld), and shall not be liable for any loss or expense arising out of, or in connection with, the actions or omissions to act of such agents or attorneys-in-fact, provided that the Bank acts in good faith and with reasonable care in the selection and retention of such agents or attorneys-in-fact. (b) The Bank may, without the prior consent of the Trust, enter into subcontracts, agreements and understandings with any Bank affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Bank from its obligations hereunder. 7.2 The Bank shall be entitled to conclusively rely upon any written or oral instruction actually received by the Bank and reasonably believed by the Bank to be duly authorized and delivered. The Trust agrees to forward to the Bank written instructions confirming oral instructions by the close of business of the same day that such oral instructions are given to the Bank. The Trust agrees that the fact that such confirming written instructions are not received or that contrary written instructions are received by the Bank shall in no way affect the validity or enforceability of transactions authorized by such oral instructions and effected by the Bank. If the Trust elects to transmit written instructions through an on-line communication system offered by the Bank, Trust’s use thereof shall be subject to the terms and conditions attached hereto as Appendix A. 7.3 The Bank shall establish and maintain a disaster recovery plan and back-up system satisfying the requirements of its regulators (the “Disaster Recovery Plan and Back-Up System”). The Bank shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control which are not a result of its negligence, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruption, loss or malfunctions of transportation, computer (hardware or software) or communication services; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation, provided that the Bank has established and is maintaining the Disaster Recovery Plan and Back-Up System, or if not, that such delay or failure would have occurred even if the Bank had established and was maintaining the Disaster Recovery Plan and Back-Up System. Upon the occurrence of any such delay or failure the Bank shall use commercially reasonable best efforts to resume performance as soon as practicable under the circumstances. 7.4 The Bank shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and the Participation Agreement, and no covenant or obligation shall be implied against the Bank in connection with this Agreement, except as set forth in this Agreement and the Participation Agreement. 7.5 At any time the Bank may apply to an officer of the Trust for written instructions with respect to any matter arising in connection with the Bank’s duties and obligations under this Agreement, and the Bank, its agents, and subcontractors shall not be liable for any action taken or omitted to be taken in good faith in accordance with such instructions. Such application by the Bank for instructions from an officer of the Trust may, at the option of the Bank, set forth in writing any action proposed to be taken or omitted to be taken by the Bank with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Bank shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Bank has received written or oral instructions in response to such application specifying the action to be taken or omitted. 7.6 The Bank, its agents and subcontractors may act upon any paper or document, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Bank or its agents or subcontractors by or on behalf of the Trust by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. 7.7 Notwithstanding any provisions of this Agreement to the contrary, the Bank shall be under no duty or obligation to inquire into, and shall not be liable for: (a) The legality of the issue, sale or transfer of any Shares, the sufficiency of the amount to be received in connection therewith, or the authority of the Trust to request such issuance, sale or transfer; (b) The legality of the purchase of any Shares, the sufficiency of the amount to be paid in connection therewith, or the authority of the Trust to request such purchase; (c) The legality of the declaration of any dividend by the Trust, or the legality of the issue of any Shares in payment of any stock dividend; or (d) The legality of any recapitalization or readjustment of the Shares.

  • Concerning the Holders Section 8.01. Action by Holders 45 Section 8.02. Proof of Execution by Holders 45 Section 8.03. Who Are Deemed Absolute Owners 45 Section 8.04. Company-Owned Notes Disregarded 46 Section 8.05. Revocation of Consents; Future Holders Bound 46

  • Regarding the Mortgagor The Mortgagor is one or more natural persons and/or trustees for an Illinois land trust or a trustee under a “living trust” and such “living trust” is in compliance with Xxxxxx Xxx guidelines for such trusts.

  • Concerning the Shares The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

  • ENDING THE TENANCY 1) The tenant may end a monthly, weekly or other periodic tenancy by giving the landlord at least one month's written notice. A notice given the day before the rent is due in a given month ends the tenancy at the end of the following month. [For example, if the tenant wants to move at the end of May, the tenant must make sure the landlord receives written notice on or before April 30th.] 2) This notice must be in writing and must a) include the address of the rental unit, b) include the date the tenancy is to end, c) be signed and dated by the tenant, and d) include the specific grounds for ending the tenancy, if the tenant is ending a tenancy because the landlord has breached a material term of the tenancy. 3) If this is a fixed term tenancy and the agreement does not require the tenant to vacate at the end of the tenancy, the agreement is renewed as a monthly tenancy on the same terms until the tenant gives notice to end a tenancy as required under the Residential Tenancy Act. 4) The landlord may end the tenancy only for the reasons and only in the manner set out in the Residential Tenancy Act and the landlord must use the approved notice to end a tenancy form available from the Residential Tenancy Branch. 5) The landlord and tenant may mutually agree in writing to end this tenancy agreement at any time. 6) The tenant must vacate the residential property by 1 p.m. on the day the tenancy ends, unless the landlord and tenant otherwise agree.

  • Access to Certain Documentation and Information Regarding the Receivables The Servicer shall provide to the Indenture Trustee and the Owner Trustee reasonable access to the documentation regarding the Receivables. The Servicer shall provide such access to any Noteholder or Certificateholder only in such cases where a Noteholder or a Certificateholder is required by applicable statutes or regulations to review such documentation. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at offices of the Servicer designated by the Servicer. Nothing in this Section 4.03 shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding Obligors, and the failure of the Servicer to provide access as provided in this Section 4.03 as a result of such obligation shall not constitute a breach of this Section 4.03.

  • ENDING THE AGREEMENT 8.1 As well as any other rights we have, we can end the Agreement and/or a Related Agreement at any time, with immediate effect if: (a) you don't pay Charges when they are due. This includes any deposit we've asked for; (b) you break this Agreement and/or a Related Agreement in any other material way and you don't correct the situation within 7 days of us asking you to; (c) we reasonably believe that the Service is being used in a way forbidden by paragraph 6, even if you don't know that the Service is being used in such a way; (d) you're in breach of paragraphs 6.3 (a)-(f) or you persistently behave in a way that would allow us to bar your SIM Card in accordance with paragraph 7 of this Agreement; (e) we reasonably believe that you are infringing or have infringed our Rights or the Rights of a third party; (f) you are the subject of a bankruptcy order, or become insolvent, or make any arrangement with or for the benefit of creditors; or (g) you refuse to return or unreasonably delay in returning any payment, refund or credit that has been made to you in error or for the incorrect amount. 8.2 This Agreement can be ended by either you or by us giving at least 30 days' Notice (in line with paragraph 19). Unless your statutory rights allow otherwise, you must pay us any outstanding Charges, including the Charges for this notice period. 8.3 Unless otherwise specified, if you end this Agreement during any Minimum Period or we end this Agreement under paragraph 8.1(a)-(e) and (g), you must pay us a fee of no more than each of the Monthly Subscription Charges up to the end of the Minimum Period. If you pay us the fee of no more than each of the Monthly Subscription Charges up to the end of that Minimum Period in a single payment, we may reduce the amount due by a rate determined by us. This doesn't apply if you end the Agreement for the one of reasons in paragraph 8.4 below. 8.4 You can end this Agreement by giving us Notice (in line with paragraph 19 if: (a) we break a material term of this Agreement which completely restricts our ability to provide you with the Service and we don't correct it within 7 days of receiving your complaint; (b) we go into liquidation or a receiver or administrator is appointed over our assets; (c) we increase our Charges in a way that would allow you to end the Agreement under the terms of this Agreement or (d) we change the terms of this Agreement to your significant disadvantage (which for the avoidance of doubt shall not include an increase in Charges for Additional Services, or an increase in Charges as permitted under the terms of this Agreement. 8.5 If you end this Agreement and have a credit on your final bill, please contact Customer Services and we'll arrange to have this refunded to you.

  • Access to Certain Documentation and Information Regarding the Loans The Servicer shall provide access to the Trustee or to its designees at its request, and to Certificateholders which are savings and loan associations, banks or insurance companies, the OTS, the FDIC and the supervisory agents and examiners of the OTS and the FDIC or examiners of any other federal or state banking or insurance regulatory authority to the documentation regarding the Loans if so required by applicable regulations of the OTS or other regulatory authority, such access to be afforded without charge but only upon reasonable request and during normal business hours at the offices of the Servicer designated by it. The Trustee or its designee may without charge copy any document or electronic record maintained by the Servicer hereunder.

  • Access to Certain Documentation and Information Regarding the Mortgage Loans The Master Servicer shall afford the Depositor and the Trustee reasonable access to all records and documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to this Agreement, such access being afforded without charge, but only upon reasonable request and during normal business hours at the office designated by the Master Servicer. Upon reasonable advance notice in writing, the Master Servicer will provide to each Certificateholder or Certificate Owner which is a savings and loan association, bank or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder or Certificate Owner to comply with applicable regulations of the OTS or other regulatory authorities with respect to investment in the Certificates; provided that the Master Servicer shall be entitled to be reimbursed by each such Certificateholder or Certificate Owner for actual expenses incurred by the Master Servicer in providing such reports and access.

  • Information Regarding the Collateral (a) Furnish to the Administrative Agent at least fifteen (15) days (or such shorter period as the Administrative Agent may agree) prior written notice of any change in: (i) any Loan Party’s legal name; (ii) the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility, but excluding in-transit Collateral); (iii) any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (iv) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Loan Parties shall not effect or permit any change referred to in the preceding sentence unless the Loan Parties have undertaken all such action, if any, reasonably requested by the Administrative Agent under the UCC or otherwise that is required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral for its own benefit and the benefit of the other Credit Parties. (b) From time to time as may be reasonably requested by the Administrative Agent, the Lead Borrower shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter arising after the Restatement Effective Date that is required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall be deemed the Credit Parties’ consent to the matters reflected in such updated Schedules or revised representations nor permit the Loan Parties to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in existence prior to the delivery of such updated Schedules or such revision of a representation; nor shall any such supplement or revision to any Schedule or representation be deemed the Credit Parties’ waiver of any Default resulting from the matters disclosed therein.

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