FOR
BREACH OF CONTRACT OR BREACH OF DUTIES (INCLUDING FIDUCIARY DUTIES), UNLESS THE
INDEPENDENT DIRECTOR ACTED IN BAD FAITH OR ENGAGED IN WILLFUL MISCONDUCT.
SECTION 5.3
COMPLIANCE CERTIFICATE.
UPON THE REASONABLE REQUEST FROM
ADMINISTRATIVE AGENT BUT NOT MORE THAN TWO (2) TIMES PER YEAR IN THE ABSENCE OF
AN EVENT OF DEFAULT, BORROWER SHALL PROVIDE AN OFFICER'S CERTIFICATE CERTIFYING
AS TO BORROWER'S CONTINUED COMPLIANCE WITH THE TERMS OF THIS ARTICLE 5
AND THE
TERMS CONCERNING CASH MANAGEMENT AS SET FORTH IN ARTICLE 9
HEREOF.
ADDITIONALLY, BORROWER SHALL PROVIDE ADMINISTRATIVE AGENT WITH SUCH OTHER
EVIDENCE OF BORROWER'S COMPLIANCE WITH THIS ARTICLE 5
AND ARTICLE 9
HEREOF, AS
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST FROM TIME TO TIME.
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SECTION 5.4
CHANGE OF NAME, IDENTITY OR STRUCTURE.
BORROWER SHALL
NOT MAKE ANY MATERIAL CHANGE TO (OR PERMIT TO BE MATERIALLY CHANGED) BORROWER'S
OR ANY SPE COMPONENT ENTITY'S (A) NAME, (B) IDENTITY (INCLUDING ITS TRADE NAME
OR NAMES), (C) PRINCIPAL PLACE OF BUSINESS SET FORTH ON THE FIRST PAGE OF THIS
AGREEMENT OR, (D) IF NOT AN INDIVIDUAL, BORROWER'S OR THE SPE COMPONENT ENTITY'S
CORPORATE, PARTNERSHIP OR OTHER STRUCTURE, WITHOUT NOTIFYING ADMINISTRATIVE
AGENT OF SUCH CHANGE IN WRITING AT LEAST THIRTY (30) DAYS PRIOR TO THE EFFECTIVE
DATE OF SUCH CHANGE AND, IN THE CASE OF A CHANGE IN BORROWER'S OR THE SPE
COMPONENT ENTITY'S STRUCTURE, WITHOUT FIRST OBTAINING THE PRIOR WRITTEN CONSENT
OF ADMINISTRATIVE AGENT.
BORROWER SHALL EXECUTE AND DELIVER TO ADMINISTRATIVE
AGENT, PRIOR TO OR CONTEMPORANEOUSLY WITH THE EFFECTIVE DATE OF ANY SUCH CHANGE,
ANY FINANCING STATEMENT OR FINANCING STATEMENT CHANGE REASONABLY REQUIRED BY
ADMINISTRATIVE AGENT TO ESTABLISH OR MAINTAIN THE VALIDITY, PERFECTION AND
PRIORITY OF THE SECURITY INTEREST GRANTED HEREIN.
AT THE REQUEST OF
ADMINISTRATIVE AGENT, BORROWER SHALL EXECUTE A CERTIFICATE IN FORM REASONABLY
SATISFACTORY TO ADMINISTRATIVE AGENT LISTING THE TRADE NAMES UNDER WHICH
BORROWER OR THE SPE COMPONENT ENTITY INTENDS TO OPERATE THE PROPERTY, AND
REPRESENTING AND WARRANTING THAT BORROWER OR THE SPE COMPONENT ENTITY DOES
BUSINESS UNDER NO OTHER TRADE NAMES WITH RESPECT TO THE PROPERTY.
SECTION 5.5
BUSINESS AND OPERATIONS.
BORROWER WILL CONTINUE TO
ENGAGE IN THE BUSINESSES NOW CONDUCTED BY IT AS AND TO THE EXTENT THE SAME ARE
NECESSARY FOR THE OWNERSHIP, MAINTENANCE, MANAGEMENT AND OPERATION OF THE
PROPERTY.
BORROWER WILL QUALIFY TO DO BUSINESS AND WILL REMAIN IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION AS AND TO THE EXTENT THE SAME ARE REQUIRED
FOR THE OWNERSHIP, MAINTENANCE, MANAGEMENT AND OPERATION OF THE PROPERTY.
ARTICLE VI - NO SALE OR ENCUMBRANCE
SECTION 6.1
TRANSFER DEFINITIONS.
FOR PURPOSES OF THIS ARTICLE 6,
"RESTRICTED PARTY" SHALL MEAN BORROWER, GUARANTOR, ANY SPE COMPONENT ENTITY, ANY
AFFILIATED MANAGER, OR ANY SHAREHOLDER, PARTNER, MEMBER OR NON-MEMBER MANAGER,
OR ANY DIRECT OR INDIRECT LEGAL OR BENEFICIAL OWNER OF BORROWER, GUARANTOR, ANY
SPE COMPONENT ENTITY, ANY AFFILIATED MANAGER OR ANY NON-MEMBER MANAGER; AND A
"SALE OR PLEDGE" SHALL MEAN A VOLUNTARY OR INVOLUNTARY SALE, CONVEYANCE,
MORTGAGE, GRANT, BARGAIN, ENCUMBRANCE, PLEDGE, ASSIGNMENT, GRANT OF ANY OPTIONS
WITH RESPECT TO, OR ANY