FILING AND TO THE USE OF THE NAME OF SUCH INDEPENDENT ACCOUNTANTS
AND THE REFERENCE TO SUCH INDEPENDENT ACCOUNTANTS AS "EXPERTS" IN ANY DISCLOSURE
DOCUMENT AND EXCHANGE ACT FILING, ALL OF WHICH SHALL BE PROVIDED AT THE SAME
TIME AS THE RELATED FINANCIAL STATEMENTS ARE REQUIRED TO BE PROVIDED.
ALL
FINANCIAL DATA AND FINANCIAL STATEMENTS (AUDITED OR UNAUDITED) PROVIDED BY
BORROWERS UNDER SECTION 5.1.11(F) HEREOF SHALL BE ACCOMPANIED BY AN OFFICER'S
CERTIFICATE OF EACH BORROWER, WHICH CERTIFICATION SHALL STATE THAT SUCH
FINANCIAL STATEMENTS MEET THE REQUIREMENTS SET FORTH IN THE FIRST SENTENCE OF
THIS SECTION 5.1.11(G).
(H)
IF REQUESTED BY LENDER, BORROWERS SHALL
PROVIDE LENDER, PROMPTLY UPON REQUEST, WITH ANY OTHER OR ADDITIONAL FINANCIAL
STATEMENTS, OR FINANCIAL, STATISTICAL OR OPERATING INFORMATION, AS LENDER SHALL
REASONABLY DETERMINE TO BE REQUIRED PURSUANT TO REGULATION AB OR ANY AMENDMENT,
MODIFICATION OR REPLACEMENT THERETO OR OTHER LEGAL REQUIREMENTS IN CONNECTION
WITH ANY DISCLOSURE DOCUMENT OR ANY EXCHANGE ACT FILING OR AS SHALL OTHERWISE BE
REASONABLY REQUESTED BY LENDER.
(I)
IN THE EVENT LENDER REASONABLY
DETERMINES, IN CONNECTION WITH A SECURITIZATION, THAT THE FINANCIAL DATA AND
FINANCIAL STATEMENTS REQUIRED IN ORDER TO COMPLY WITH REGULATION AB OR ANY
AMENDMENT, MODIFICATION OR REPLACEMENT THERETO OR ANY OTHER LEGAL REQUIREMENTS
ARE OTHER THAN AS PROVIDED HEREIN, THEN NOTWITHSTANDING THE PROVISIONS OF
SECTIONS 5.1.11(F) AND (G) HEREOF, LENDER MAY REQUEST, AND BORROWER SHALL
PROMPTLY PROVIDE, SUCH OTHER FINANCIAL DATA AND FINANCIAL STATEMENTS AS LENDER
DETERMINES TO BE NECESSARY OR APPROPRIATE FOR SUCH COMPLIANCE.
(J)
ANY REPORTS, STATEMENTS OR OTHER
INFORMATION REQUIRED TO BE DELIVERED UNDER THIS SECTION 5.1.11 SHALL BE
DELIVERED (I) IN PAPER FORM, (II) ON A COMPACT DISK OR DVD, AND (III) IF
REQUESTED BY LENDER AND WITHIN THE CAPABILITIES OF BORROWERS' DATA SYSTEMS
WITHOUT CHANGE OR MODIFICATION THERETO, IN ELECTRONIC FORM AND PREPARED USING
MICROSOFT WORD FOR WINDOWS OR WORDPERFECT FOR WINDOWS FILES (WHICH FILES MAY BE
PREPARED USING A SPREADSHEET PROGRAM AND SAVED AS WORD PROCESSING FILES).
BORROWERS AGREE THAT LENDER MAY DISCLOSE INFORMATION REGARDING THE PROPERTIES
AND BORROWERS THAT IS PROVIDED TO LENDER PURSUANT TO THIS SECTION 5.1.11 IN
CONNECTION WITH ANY SECURITIZATION TO SUCH PARTIES REQUESTING SUCH INFORMATION
IN CONNECTION WITH SUCH SECURITIZATION.
166
5.1.12
BUSINESS AND OPERATIONS.
BORROWERS WILL CONTINUE TO ENGAGE
IN THE BUSINESSES PRESENTLY CONDUCTED BY BORROWERS AS AND TO THE EXTENT THE SAME
ARE NECESSARY FOR THE OWNERSHIP, MAINTENANCE, MANAGEMENT AND OPERATION OF THE
PROPERTIES OR THE IP.
EACH BORROWER WILL QUALIFY TO DO BUSINESS AND WILL REMAIN
IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION AS AND TO THE EXTENT THE
SAME ARE REQUIRED FOR THE OWNERSHIP, MAINTENANCE, MANAGEMENT AND OPERATION OF
THE PROPERTIES OR THE IP.
5.1.13
TITLE TO THE PROPERTIES AND THE IP.
BORROWERS WILL WARRANT
AND DEFEND (A) THE TITLE TO EACH PROPERTY, THE OWNED IP AND ANY RIGHT IN AND
UNDER ALL IP AGREEMENTS WITH RESPECT TO LICENSED IP, AND EVERY PART THEREOF,
SUBJECT ONLY TO LIENS PERMITTED HEREUNDER (INCLUDING PERMITTED ENCUMBRANCES,
PERMITTED IP ENCUMBRANCES AND THE ASSET SALES AND RELEASES