Schedule 7. 12 is a complete and correct list of all Subsidiaries of the Borrower as of the date hereof, each such Subsidiary is duly organized and validly existing under the jurisdiction of its organization shown in said Schedule 7.12, and the percentage ownership by Borrower of each such Subsidiary is as shown in said Schedule 7.12.
Schedule 7. 8 referenced in and delivered in connection with the Original Agreement is hereby replaced with the Schedule 7.8 attached hereto.
Schedule 7. 1.4 attached hereto and incorporated herein by reference is a rent roll containing a true and complete list and description of all leases and operating agreements, any amendments thereto and the information with respect to each as set forth in Section 6.2.1.9 above (the “Leases”) affecting the Premises, and all information on Schedule 7.1.4 is true and complete in all material respects as of the date shown on Schedule 7.1.4. Seller has delivered to Purchaser (or will do so within five (5) Business Days following the Effective Date) true and complete copies of the Leases. Seller is the landlord under each Lease and has not assigned any interest therein to any other person, other than collateral assignments to the Lender. There are no Leases affecting the Premises which are not listed on Schedule 7.1.4 and which have not been delivered to Purchaser. Except as otherwise described on Schedule 7.1.4, Seller has not given to, and to Seller’s knowledge (as hereinafter defined) has not received from, any tenant any written notice of default. To Seller’s knowledge, no tenant under any of the Leases is in bankruptcy.
Schedule 7. 1.10.1 contains a complete and correct list of (a) each Intellectual Property Asset that is registered, issued or subject to a pending application for registration or issuance with a Governmental Authority (“Registered Intellectual Property Asset”), and (b) all material unregistered Intellectual Property Assets. Failure to list an item in Schedule 7.1.10.1 shall not mean that the omitted item is not a Registered Intellectual Property Asset or a material unregistered Intellectual Property Asset.
Schedule 7. 21 referenced in and delivered in connection with the Original Agreement is hereby replaced with the Schedule 7.21 attached hereto.
Schedule 7. 13. Schedule 7.13 to the Credit Agreement is hereby amended and restated in its entirety in the form of Schedule 7.13 attached to this Second Amendment.
Schedule 7. 9.1 contains a true and correct list of all employees, managing directors and executives of the Company (“Employees”), their salary, period of notice, additional benefits, special dismissal protection and date of entry into the Company, weekly working hours and indication of the respective department for which each of the listed employees is working as of the date of this Agreement.
Schedule 7. 3 sets forth a true and complete list, as of the Closing Date, of (i) all the Pledged Equity Interests owned by such U.S. Domiciled Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such U.S. Domiciled Obligor and required to be pledged hereunder and (ii) all debt owned by such U.S. Domiciled Obligor in excess of $1,000,000 to the extent evidenced by promissory notes or other instruments. Schedule 7.3 sets forth, as of the Closing Date, all Equity Interests, debt and promissory notes required to be pledged hereunder.
Schedule 7. 16(a) lists all of the following contracts, agreements, and commitments binding on Seller or any of its Affiliates with respect to the ownership or operation of the Liquids Transportation System (such agreements, the “Material Agreements”):
(i) agreements for which alternative agreements could not be readily procured and that, if terminated and not restored or replaced within sixty (60) days, would (A) impair the ability of an operator to operate the Liquids Transportation System or (B) have an adverse economic impact on Buyer;
(ii) agreements with customers of the Liquids Transportation System (including with Affiliates of Seller); and
(iii) agreements pursuant to which the Liquids Transportation System, or any component thereof, is interconnected to other facilities or assets, including facilities or assets owned by Seller or any of its Affiliates (the “Interconnection Agreements”).
Schedule 7. 4 sets forth a true and complete list of (i) all the Equity Interests owned by such U.S. Domiciled Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such U.S. Domiciled Obligor and required to be pledged hereunder and (ii) all debt owned by such U.S. Domiciled Obligor, and all promissory notes and other instruments evidencing such debt which are required to be pledged hereunder. Schedule 7.4 sets forth all Equity Interests, debt and promissory notes required to be pledged hereunder.
