Certain Covenants of the Issuer. In further consideration of the agreements of the Underwriters herein contained, the Issuer covenants as follows:
(a) To use its best efforts to cause any post-effective amendments to the Registration Statement to become effective as promptly as possible. During the time when a Prospectus is required to be delivered under the Act, the Issuer will comply so far as it is able with all requirements imposed upon it by the Act and the rules and regulations of the Commission to the extent necessary to permit the continuance of sales of or dealings in the Securitization Bonds in accordance with the provisions hereof and of the Prospectus.
(b) To deliver to the Representative a conformed copy of the Registration Statement and any amendments thereto (including all exhibits thereto) and full and complete sets of all comments of the Commission or its staff and all responses thereto with respect to the Registration Statement and any amendments thereto, and to furnish to the Representative, for each of the Underwriters, conformed copies of the Registration Statement and any amendments thereto, without exhibits.
(c) As soon as the Issuer is advised thereof, to advise the Representative and confirm the advice in writing of: (i) the effectiveness of any amendment to the Registration Statement, (ii) any request made by the Commission for amendments to the Registration Statement, the Preliminary Prospectus or Prospectus or for additional information with respect thereto, (iii) when the Prospectus, the Preliminary Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (iv) the suspension of qualification of the Securitization Bonds for sale under Blue Sky or state securities laws, and (v) the entry of a stop order suspending the effectiveness of the Registration Statement or of the initiation or threat or any proceedings for that purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order and, if issued, to make every reasonable effort to obtain the lifting or removal thereof.
(d) To deliver to the Underwriters, without charge, as soon as practicable, and from time to time during such period of time as they are required by law to deliver a prospectus, as many copies of the Preliminary Prospectus and the Prospectus (as supplemented or amended if the Issuer shall have made any supplements or amendments thereto) as the Representative may reasonably request; and in case any Underwriter is requir...
Certain Covenants of the Issuer. Section 4.01. Payment of Principal, Premium and Interest 21 Section 4.02. Maintenance of Office or Agency 21 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office 22 Section 4.04. Provisions as to Paying Agent 22 Section 4.05. Existence 23 Section 4.06. Reports 23 Section 4.07. Stay, Extension and Usury Laws 24 Section 4.08. Compliance Certificate 24 Section 4.09. Limitations on Incurrence of Debt 25 Section 4.10. Insurance 26 Section 4.11. Additional Interest Notice 26 Section 5.01. Noteholders’ Lists 27 Section 5.02. Preservation and Disclosure of Lists 27 Section 5.03. Reports by Trustee 27 Section 6.01. Events of Default 28 Section 6.02. Payments of Notes on Default; Suit Therefor 30 Section 6.03. Application of Monies Collected by Trustee 31 Section 6.04. Proceedings by Noteholders 32 Section 6.05. Proceedings by Trustee 33 Section 6.06. Remedies Cumulative and Continuing 33 Section 6.07. Direction of Proceedings and Waiver of Defaults by Majority of Noteholders 33 Section 6.08. Notice of Defaults 34 Section 6.09. Undertaking to Pay Costs 34 Section 7.01. Duties and Responsibilities of Trustee 34 Section 7.02. Reliance on Documents, Opinions, etc 36 Section 7.03. No Responsibility for Recitals, etc 37 Section 7.04. Trustee, Paying Agents or Registrar May Own Notes 37 Section 7.05. Monies to Be Held in Trust 37 Section 7.06. Compensation and Expenses of Trustee 38 Section 7.07. Officers’ Certificate as Evidence 38 Section 7.08. Conflicting Interests of Trustee 38 Section 7.09. Eligibility of Trustee 38 Section 7.10. Resignation or Removal of Trustee 39 Section 7.11. Acceptance by Successor Trustee 40 Section 7.12. Succession by Merger 40 Section 7.13. Preferential Collection of Claims 41 Section 8.01. Action by Noteholders 41 Section 8.02. Proof of Execution by Noteholders 41 Section 8.03. Absolute Owners 41 Section 8.04. Issuer-owned Notes Disregarded 42 Section 8.05. Revocation of Consents; Future Holders Bound 42
Certain Covenants of the Issuer. The Issuer covenants with the Underwriters as follows:
Certain Covenants of the Issuer the US Guarantor and the Finance Guarantor.
(a) So long as any Notes are outstanding, none of the Issuer, the US Guarantor or the Finance Guarantor may consolidate with or merge into any other Person or sell, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person (other than any sale or conveyance by way of a temporary lease in the ordinary course of business), unless:
(i) such successor Person expressly assumes, by an amendment to the Fiscal and Paying Agency Agreement or a fiscal and paying agency agreement supplemental hereto, executed and delivered to the Fiscal Agent, in form satisfactory to the Fiscal Agent, the obligations of the Issuer, the US Guarantor or the Finance Guarantor, as the case may be, under this Agreement, the Notes, the US Guarantee and the Finance Guarantee and the due and punctual performance and observance of every covenant and condition to be performed or observed by the Issuer, the US Guarantor or the Finance Guarantor pursuant to the Fiscal and Paying Agency Agreement, the Notes, the US Guarantee and the Finance Guarantee, as the case may be;
(ii) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Issuer, the US Guarantor, the Finance Guarantor or any subsidiary thereof as a result of such transaction as having been incurred by the Issuer, the US Guarantor, the Finance Guarantor or such subsidiary at the time of such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing;
(iii) in the case of the US Guarantor, such successor Person is organized under the laws of the United States, any State thereof or the District of Columbia, and in the case of either the Issuer or the Finance Guarantor, such successor Person is organized under the laws of the United States, the United Kingdom or any other country that is a member of the Organization for Economic Cooperation and Development as of the date of such succession;
(iv) such successor Person agrees to assume the Issuer’s, the US Guarantor’s or the Finance Guarantor’s obligations under the Notes, the US Guarantee or the Finance Guarantee, as the case may be, to pay Additional Amounts;
(v) if as a result of such consolidation or merger or such sale, conveyance, transfer or lease, properties or assets of the Issuer, the US Guarantor or the Finance Guarantor ...
Certain Covenants of the Issuer. 2.4.1 Promptly upon its receipt thereof, the Issuer shall transmit to Borrower a copy of each notice, report or other communication or deliverables that Issuer
(a) receives from the Trustee or any holder of the Bonds with respect to the Bonds, the Bond Deed of Trust, or the transactions contemplated thereby, or
(b) provided to Trustee or any holder of the Bonds.
2.4.2 The Issuer hereby covenants and agrees in favor of the Borrower that the Issuer will comply with all undertakings, terms, provisions and other obligations of Issuer set forth in the Bond Deed of Trust and its appendixes and schedules except to the extent that such non-compliance is due to Borrower’s failure to comply with its undertakings, terms, provisions and other obligations set forth in this Agreement, the Mortgage or the Security Agreement.
2.4.3 Issuer covenants that all refunds from reserve accounts or other surplus funds or funds otherwise refunded to Issuer by Trustee or the Bondholders pursuant to the Bond Deed of Trust shall be returned to Borrower promptly after the Issuer’s receipt of such refunds.
Certain Covenants of the Issuer. At the Exchange Closing the Issuer shall issue and deliver, or cause to be issued and delivered, to the Investors, stock certificates or evidence of book entry registration, registered in the name of each respective Investor, representing duly authorized, validly issued, fully paid and non-assessable Exchange Shares and shall deliver to the Investors such other documents, certificates or other information as the Investors or their counsel may reasonably request.
Certain Covenants of the Issuer. From the date hereof until the Expiration Date, the Issuer covenants and agrees as follows:
Certain Covenants of the Issuer. The Indenture will contain the following covenants of the Issuer:
Certain Covenants of the Issuer. The Issuer agrees:
(a) To furnish to you, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Issuer consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement.
(b) Before amending or supplementing the Offering Memorandum, during such period as in the opinion of counsel to the Initial Purchasers the Offering Memorandum is required by law to be delivered in connection with Exempt Resales and in connection with market-making activities of the Initial Purchasers for so long as any Notes are outstanding, to furnish the Initial Purchasers a copy of each such proposed amendment or supplement and to effect no such proposed amendment or supplement to which the Initial Purchasers reasonably object in writing within a reasonable time after being furnished a copy thereof.
(c) If, in connection with any Exempt Resales or market-making transactions after the date of this Agreement, any event shall occur that, in the judgment of the Issuer or in your judgment or the judgment of counsel to you, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Issuer will promptly notify you of any such event coming to the attention of the Issuer and prepare an appropriate amendment or supplement to the Offering Memorandum so that, at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, (i) the statements in the Offering Memorandum as amended or supplemented, in the light of the circumstances under which they were made, will not be misleading and (ii) the Offering Memorandum will comply with applicable law.
(d) To endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers shall reasonably request and to pay all expenses (including fees and disbursements of co...
Certain Covenants of the Issuer. The Issuer covenants and agrees, so long as this Agreement or the License Agreement has not been terminated:
(a) if the third anniversary of the initial effective date of the Registration Statement (within the meaning of Rule 415(a)(5) under the Act) shall occur at any time during the period when a prospectus is required by the Securities Act to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with any sale of Notes, the Issuer will file with the Commission, prior to such third anniversary, a new registration statement under the Securities Act relating to the Notes, which new registration statement shall comply with the requirements of the Securities Act (including, without limitation, Rule 415(a)(6) under the Securities Act) and shall be in a form satisfactory to the Marketing Agent; such new registration statement shall constitute an “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act); provided, however, that if the Issuer is not then eligible to file an “automatic shelf registration statement” (as defined in Rule 405 under the Act), then such new registration statement need not constitute an “automatic shelf registration statement” (as defined in Rule 405 under the Act), but the Issuer shall use its best efforts to cause such new registration statement to become effective under the Securities Act as soon as practicable, but in any event within 180 days after such third anniversary and promptly notify the Marketing Agent of such effectiveness; the Issuer shall take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired Registration Statement related to the Notes; all references herein to the Registration Statement shall be deemed to include each such new registration statement, as the case may be;
(b) the Issuer will make available to the Marketing Agent as many copies of the Prospectus (including product supplements and pricing supplements) and the Free Writing Prospectuses relating to the Notes as the Marketing Agent may request in order to conduct its marketing activities;
(c) the Issuer will notify the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing, of:
(i) the effectiveness of any post-effective amendment (other than a post- effective amendment relating solely to an offering of debt securities other than the Notes);
(ii) the rec...
