Schedule 6. 6(b) sets forth a complete and accurate list of all real estate Leases under which Borrower or any of its Subsidiaries is the lessee on the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such Lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.
Schedule 6. The Commitment Statement 1 The Commitment Statement shall include in accordance with the ESFA rules:
Schedule 6. 9 (A) contains charts and diagrams reflecting the corporate structure of the Borrower Parties and their respective Subsidiary Entities indicating the nature of the corporate, partnership, limited liability company or other equity interest in each Person included in such chart or diagram; and (B) accurately sets forth (1) the correct legal name of such Person, the type of organization, and the jurisdiction of its incorporation or organization, and (2) the class of outstanding Capital Stock of such Persons along with the percentage thereof owned by the Borrower Parties and their Subsidiaries. None of such issued and outstanding Capital Stock or Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Securities, except as noted on Schedule 6.9. The outstanding Capital Stock of each Subsidiary Entity shown on Schedule 6.9 as being owned by a Borrower Party or its Subsidiary is duly authorized, validly issued, fully paid and nonassessable. Except where failure may not have a Material Adverse Effect, each Subsidiary Entity of Borrower Parties: (A) is a corporation, limited liability company, or partnership, as indicated on Schedule 6.9, duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, (B) is duly qualified to do business and, if applicable, is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing would limit its ability to use the courts of such jurisdiction to enforce Contractual Obligations to which it is a party, and (C) has all requisite power and authority to own, operate and encumber its Property and to conduct its business as presently conducted and as proposed to be conducted hereafter.
Schedule 6. 3. The Agreement is hereby amended to include for all purposes as Schedule 6.3 thereto the schedule attached to this Second Amendment as Schedule 6.3 and made a part hereof.
Schedule 6. 1.3 states the name of each of the Borrower’s Subsidiaries, its jurisdiction of incorporation, its authorized capital stock, the issued and outstanding shares (referred to herein as the “Subsidiary Shares”) and the owners thereof if it is a corporation, its outstanding partnership interests (the “Partnership Interests”) if it is a partnership and its outstanding limited liability company interests, interests assigned to managers thereof and the voting rights associated therewith (the “LLC Interests”) if it is a limited liability company. The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Shares, Partnership Interests and LLC Interests it purports to own, free and clear in each case of any Lien. All Subsidiary Shares, Partnership Interests and LLC Interests have been validly issued, and all Subsidiary Shares are fully paid and nonassessable. All capital contributions and other consideration required to be made or paid in connection with the issuance of the Partnership Interests and LLC Interests have been made or paid, as the case may be. There are no options, warrants or other rights outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC Interests except as indicated on Schedule 6.1.3.
Schedule 6. 1(h)-2. The P&S is hereby amended by deleting Schedule 6.1(h)-2 in its entirety and replacing it with Exhibit A attached hereto.
Schedule 6. 6(b) sets forth a complete and accurate list of all real property owned by Borrower and each of its Subsidiaries as of March 31, 2021. Borrower and each of its Subsidiaries has good, indefeasible and insurable fee simple title to the real property owned by Borrower or such Subsidiary that is Borrowing Base Property, free and clear of all Liens, except Lxxxx described in clauses (a) through (f) of the definition of Permitted Liens.
Schedule 6. 02 is a complete list of each Lien securing Indebtedness of any Person outstanding on the date hereof and covering any assets of the Company or any Subsidiary (other than Immaterial Subsidiaries), except for Permitted Encumbrances. The aggregate Indebtedness on the date hereof secured (or that may be secured) by each such Lien listed on Schedule 6.02, and the assets covered by each such Lien, are correctly described in said Schedule.
Schedule 6. 10(a) includes a true and complete description of each of the following (collectively referred to as the “Plans,” and individually referred to as a “Plan”) which is sponsored, maintained or contributed to or by any Acquired Entity or any of their respective ERISA Affiliates for the benefit of the current or former employees, officers or directors of any Acquired Entity or for which any Acquired Entity could have any liability, or has been or will be so sponsored, maintained or contributed to within six years prior to the Effective Date by any Acquired Entity or any of their respective ERISA Affiliates and for which any Acquired Entity could have any unsatisfied liability, whether actual or contingent: (i) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA); and
Schedule 6. 19 (as may be updated by Borrower in a written notice provided after the Closing Date to Lender, provided that no such notice shall be deemed a waiver of any Default or Event of Default arising as a result of such disclosure) is a true, correct and complete list of (a) all banks and other financial institutions at which Borrower or any Guarantor maintains Deposit Accounts and (b) all institutions at which Borrower or any Guarantor maintains a Securities Account; in each case of clauses (a) and (b), such exhibit correctly identifies the name, address and telephone number of each depository bank or other financial institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.
