EXHIBIT W. Form of Depositor Certification.......................................................... EXHIBIT X. Form of Trustee Certification............................................................ EXHIBIT Y. Form of Servicer Certification...........................................................
EXHIBIT W. FORM OF GUARANTY
EXHIBIT W. Reports to Participating Members The following reports shall be delivered to each participating member by the 15th day of the month following the month's activities reflected in such reports. A copy of each Participating Member's reports needs to be forwarded to the appropriate Novation account manager by the 15th of each month.
EXHIBIT W. The SSOCP exhibit for the Development, Hosting and Maintenance of the SSOCP attached as Exhibit W to this Amendment is hereby attached to the Unified Agreement as Exhibit W thereto.
EXHIBIT W. 2.4 contains a correct and complete list of the applicable articles of association, by-laws, partnership agreements, shareholders’ agreements, joint venture agreements and similar constitutional documents (including any amendments thereto) of, or arrangements relating to the interests in, the Target Group Companies. Except as set out in Exhibit W.2.4, correct and complete copies of such documents have been made available to Purchaser in the Datasite on or before the third Business Day prior to the Signing Date by or on behalf of Sellers.
EXHIBIT W. 8.6 sets forth complete and accurate information with respect to all bank and savings accounts, money market accounts and safe deposit boxes of Target Group Companies, including each account or box number associated therewith, the bank routing number, the name and address of the institution where such account or box is held and, where available, the name of each applicable Target Group Company’s primary contact at such bank, the purpose of each such account or box (e.g. payroll, checking, etc.), the owner of such account or box and all persons authorized to deliver instructions to the institution in respect of such account or box.
EXHIBIT W. 9.1 contains a complete and correct list of all real estate that is owned or subject to hereditary buildings rights (Erbbaurechte), other in-rem real property rights (grundstücksgleiche Rechte) or equivalent rights in the relevant jurisdictions held by any Target Group Company (the “Owned Real Estate”) setting out for each Owned Real Estate the owner, co-owners (if any), type of legal title, location, size, registration details, type of use, existing encumbrances and other rights of third parties. Except as set forth otherwise in Exhibit W.9.1, the Target Group Companies are the unrestricted legal and commercial owner of the Owned Real Estate. There is no obligation of any Target Group Company (i) to sell, transfer or otherwise dispose of any Owned Real Estate or any part thereof or to create or amend any encumbrances or other rights of third parties thereon or (ii) to acquire any further real estate or rights equivalent to real estate.
EXHIBIT W. 9.5 contains a complete and correct list of all real estate that is leased or sub-leased by any of the Target Group Companies as lessee (the “Leased Real Estate”) setting out for each Leased Real Estate the location, size, type of use, and, in relation to the lease or sub-lease agreements, the parties, date of agreement, monthly rent and ancillary payments. Each of the lease or sub-lease agreements is valid, in full force and enforceable in accordance with its terms, establishes the right of the relevant Target Group Company to use such premises for its business. The Target Group Companies and, to Sellers’ Knowledge, all other parties, have complied with all provisions (including rent payment) in all material respects. None of the counterparties under any such lease or sub-lease agreement has given written notice to the relevant Target Group Company of, or made any claim in writing with respect to, any breach or default thereunder, and, to Sellers’ Knowledge, there is no fact giving rise to such a breach or default such that a counterparty would be entitled to terminate it or restrict the rights of the Target Group Company thereunder in any material respect.
EXHIBIT W. 10.2 contains a correct and complete list of all (i) Owned Registered IP Rights and, to Sellers’ Knowledge, (ii) non-registered Owned IP Rights that are material for the conduct of the Business (including, in particular, all rights in know-how, technical drawings and proprietary software pertaining to the Business), setting out for each Owned IP Right at least the legal and commercial owner(s), type and subject matter, and, if applicable, the territory for which it is registered or applied for, the registration or applications numbers, and the formal registrant(s).
