Covenants of Obligor Sample Clauses

Covenants of Obligor. (a) Obligor agrees: (i) To timely perform all of its obligations to Bank under the Credit Agreement; (ii) To give Agent prompt notice of any default in the observance of each Obligor's obligations under the Credit Agreement and to use its commercially reasonable best efforts to cure any such default within the time periods permitted; (iii) Unless the Required Guarantors provides their prior written consent, not to make any initial borrowing or otherwise utilize credit under the Credit Agreement until such time as the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet is less than $2,000,000; (iv) Not to amend or otherwise modify the Credit Agreement without the prior written consent of Agent, and not to enter into any loan or credit agreement or other credit arrangements with Bank, or any other lender, outside the Operative Documents; (v) To immediately notify Agent if the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet equals or exceeds $11,000,000; (vi) If the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet equals or exceeds $11,000,000, then Obligor shall do either of the following at Agent's request: (1) repay outstanding loans under the Credit Agreement in increments of $1,000,000 for each such increment in excess of $10,000,000 (excluding any Excluded Cash) (provided that if there is less than $1,000,000 of outstanding loans due under the Credit Agreement, then Obligor shall repay such lesser amount to the extent that Obligor retains unrestricted cash balances in an amount equal to $10,000,000 (excluding any Excluded Cash) after giving effect to such repayment), and if requested by Agent, permanently reduce the outstanding commitment under the Credit Agreement in an amount equal to such repayment amount; or (2) cause each Guarantor's guarantee requirement under the Credit Agreement to be eliminated ratably in an aggregate amount equal to the amount of outstanding loans that would otherwise be required to be repaid pursuant to Section 4(a)(vi)(1) hereof. (vii) Obligor will cause each of its Subsidiaries (other than a Regulated Subsidiary and DSLnet Communications Delaware, Inc.) hereafter formed or acquired, to execute and deliver to Agent a Subsidiary Joinder in the form of Attachment 1 to the Guaranty, to cause such Subsidiary to become a Subsidiary Gu...
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Covenants of Obligor. Until the release of all Collateral pursuant to paragraph 6, above, Obligor covenants, and except as may otherwise be agreed in writing by Secured Party: a. Obligor shall own the Deposit Account free and clear of all liens, encumbrances, or interests of any third party (except any banker’s lien which attaches to the account by law, which shall be subordinate under the Deposit Control Account Agreement, to the interest of Secured Party hereunder) and will keep the Deposit Account free of all liens, claims, security interests and encumbrances of any kind or nature, whether voluntary or involuntary. b. Obligor shall, at Obligor’s expense, take all actions necessary from time to time to ensure Secured Party maintains a first priority perfected security interest and shall not take any action that would alter, impair or eliminate said priority or perfection. c. Xxxxxxx agrees to pay, prior to delinquency, all taxes, charges, liens, assessments, and Bank charges against the Deposit Account. d. Obligor shall, at its sole cost and expense, defend and protect Secured Party’s right, title, property, and security interest in and to the Collateral against all claims and demands of any person or entity, including appearing in and defending any action or proceeding which may adversely affect Xxxxxxx’s title to or Secured Party’s security interest in the Collateral.
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Covenants of Obligor. For so long as this Note is outstanding, Obligor shall comply with its obligations under this Section 3. (a) Obligor shall maintain separate books and records for OTI and the business of OTI in accordance with GAAP, with such records including the preparation of separate quarterly and annual financial statements for OTI. (b) Unless otherwise consented to by Holder (with such consent not to be unreasonably withheld or delayed), Obligor shall not cause OTI to transfer or convey any material assets of OTI to Obligor or any affiliate of Obligor for less than the Equitable Consideration of such assets (where "EQUITABLE CONSIDERATION" for any assets means the reasonable amount of consideration that OTI would receive pursuant to a transfer of such assets on an arms-length basis). (c) Unless otherwise consented to by Holder, Obligor shall not cause or permit OTI to enter into any merger or other business combination between or with any other entity (provided, however, that a reorganization of OTI, by merger or otherwise, into a corporate entity (other than another existing operating subsidiary of Obligor) that is wholly-owned by Obligor and that carries on the business of OTI after such reorganization in the same manner as before such reorganization shall not be deemed to be a merger or other business combination proscribed by this clause (c)). (d) Unless otherwise consented to by Holder (with such consent not to be unreasonably withheld or delayed), Obligor shall not cause or permit OTI, other than in the ordinary course of business, (i) to incur any indebtedness for borrowed money (other than from Obligor), (ii) to guaranty any material obligations of any other Person (unless such guaranty is granted in favor of the Holders (as defined in the Purchase Agreement)), (iii) to grant any security interest in any of its assets in favor of any Person other than the Holders or (iv) to enter into any transaction with Obligor or any other affiliated company on terms that are materially less favorable than those that would be provided to OTI for such transaction by an independent third party. 143 (e) Unless otherwise consented to by Holder (with such consent not to be unreasonably withheld or delayed), Obligor shall not cause or permit OTI to cease to promote its business, products and services under the OptionPower(R), OptionFinder(R), Option Technologies or Option Technologies Interactive brand or brand name (as applicable) (provided that Obligor shall not be deemed in b...
Sample 1
Covenants of Obligor. Obligor hereby covenants that so long as the Obligations remain outstanding: (a) Obligor shall, at its sole cost and expense, keep and maintain the insurable Collateral insured for its replacement value against loss or damage by fire, theft, explosion and all other hazards and risks ordinarily insured against with insurers acceptable to the Secured Party. The Obligor shall notify Secured Party within five (5) days of any insurance claim made and/or any occurrence causing a material loss or decline in value of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Obligor will not settle or adjust any insurance claims without the prior written consent of the Secured Party. (b) Except with the prior written consent of Secured Party, Obligor shall not sell, offer to sell, lease or otherwise transfer, or grant any lien or security interest in, or otherwise encumber, the Collateral. (c) Obligor shall maintain the Collateral in good condition and repair, reasonable wear and tear excepted, and shall pay the cost of repairs to or maintenance of the same. Obligor shall at all times keep the Collateral free of any liens, mortgages, pledges, security interests or encumbrances (other than as herein provided), shall not waste or destroy the Collateral or any portion thereof and shall not use the Collateral in violation of any applicable statute, ordinance, regulation or policy of insurance thereon. (d) Obligor shall permit Secured Party, its agents and representatives, upon reasonable notice to Obligor, to examine and inspect the Collateral, wherever located, at any reasonable times. (e) Obligor shall promptly pay when due all taxes, levies and assessments of whatever nature imposed on the Collateral or for its use except as contested in good faith and adequately reserved against. (f) The Obligor shall continue to collect, at its own expense, all amounts due or to become due the Obligor under the Accounts. In connection with such collections, the Obligor may take (and, at the Secured Party's direction, shall take) such action as the Obligor or the Secured Party may deem necessary or advisable to enforce collection of the Accounts; provided, however, that the Secured Party shall have the right at any time, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Obligor of its intenti...
Sample 1
Covenants of Obligor. Obligor agrees: (a) To timely perform all of his obligations to the Bear Stexxxx Xxtities entered into in connection with the Customer Agreement. (b) To give Proxim prompt notice of any default in the observance of Obligor's obligations to the Bear Stexxxx Xxtities under the Customer Agreement and to immediately cure any such default. (c) To transfer all of Obligor's other investment property consisting of liquid securities, money market funds and similar assets, as soon as reasonably practicable, into the account with the Bear Stexxxx Xxtities to secure the obligations under the Customer Agreement and to take all other reasonably practicable steps prevent the Guaranty from being called by the Bear Stexxxx Xxtities. (d) To sell any and all securities and other assets necessary, including without limitation the orderly sale of shares of Proxim common stock in compliance with Proxim's insxxxx xxxxxxx xxlicy and take all actions reasonably necessary to terminate and cause the Bear Stexxxx Xxtities to release Proxim from the Guaranty; (e) Within 10 business days or as soon as practicable, to obtain a home equity loan on his principal residence at 345 Hermosa, Menlo Park, California, and apply the proceeds thereof to the obligations under the Customer Agreement, or in the alternative, to deliver a second deed of trust to Proxim securing the obligations under this Agreement. (f) While the Guaranty is outstanding, not to deliver any orders with respect to the Customer Agreement to the Bear Stexxxx Xxtities other than liquidation orders.
Sample 1
Covenants of Obligor. (a) Obligor agrees: (i) To timely perform all of its obligations to Bank under the Credit Facility; (ii) To give Agent prompt notice of any payment default by Obligor under the Credit Facility and to use its commercially reasonable best efforts to cure any such default within the time periods permitted; (iii) Obligor will cause each of its Subsidiaries (other than Foreign Subsidiaries) hereafter formed or acquired, to execute and deliver to Agent a Subsidiary Joinder in the form of Attachment 1 to the Subsidiary Guaranty, to cause such Subsidiary to become a Subsidiary Guarantor under the Subsidiary Guaranty and a Grantor under the Security Agreement. Obligor and such Subsidiary shall fully cooperate with Agent and perform all additional acts requested by Agent to effect the purposes of this Section 4(a)(iv), including without limitation, execution and delivery of agreements, instruments, UCC financing statements, documents, and certificates all in form and substance reasonably satisfactory to Agent. (iv) Promptly upon the occurrence thereof, to provide written notice to Agent of the occurrence of any Event of Default hereunder. (b) Until indefeasible payment in full of the Obligations (other than inchoate indemnity obligations) and the termination of the Credit Guaranty, Obligor agrees that without the prior written consent of Agent, Obligor shall, and shall cause each of its Subsidiaries to, comply with the covenants set forth in Sections 7.9, 7.10, 7.12 through 7.15 and 7.18 of the Credit Facility, each of which is hereby incorporated by reference as though fully set forth herein.
Sample 1
Covenants of Obligor. Obligor covenants that at all times, at its sole expense: (a) Obligor shall keep or cause the Real Property Collateral to be kept free of Hazardous Materials and not cause or permit the Real Property Collateral to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, produce or process Hazardous Materials except, in each case, in compliance with all applicable Environmental Laws;
Sample 1
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Covenants of Obligor. (a) Obligor shall maintain financial statements in accordance with International Accounting Standards applied on a consistent basis, with a reconciliation to United States generally accepted accounting principles included in the footnotes; (b) Prior to the Initial Public Offering, Holder shall have reasonable rights to inspect the books and records of Obligor and shall have reasonable access to the legal, tax, accounting and other personnel of Obligor; (c) Prior to the Initial Public Offering, Obligor shall deliver to Holder the following documents: (i) Annual audited consolidated financial statements within ninety (90) days after the end of each fiscal year and quarterly unaudited consolidated financial statements within forty-five (45) days after the end of each fiscal quarter, in each case, of Obligor and its subsidiaries; (ii) Monthly financial reports furnished to senior management of Xxxxxxx, contemporaneously with delivery to senior management; and (iii) Copies of reports, if any, submitted to Obligor by independent accountants in connection with each annual or interim audit of the books and records of Obligor made by such accountants.
Sample 1
Covenants of Obligor. In addition to the Obligor's covenants contained in the Credit Agreement, the Obligor covenants that: (a) Subject to Section 3(e) and Section 3(f) hereof, the Collateral is and will be located at the Obligor's chief executive office and such other places of business and Permitted Inventory Locations as indicated on Schedule B attached hereto. The Obligor's records of the Collateral will be located at the Obligor's chief executive office. The chief executive office of the Obligor is located at the address shown on Schedule B attached hereto. The Obligor will not move its chief executive office, the location of the Collateral or any Records Office (as defined below) except to such new location as the Obligor may establish in accordance with the last sentence of this Section 8(a) and with respect to Inventory, to Permitted Inventory Locations. The originals of all documents and all electronically stored data and information evidencing all Accounts and Contracts of the Obligor and the only original books of account and records of the Obligor relating thereto are, and will continue to be, kept at its chief executive office shown on Schedule B attached hereto (each, a "Records Office"), or at such new Records Office as the Obligor may establish in accordance with the last sentence of this Section 8(a). All Accounts, Contracts and records of the Obligor are, and will continue to be, maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, such Records Office location shown above, or such new location as the Obligor may establish in accordance with the last sentence of this Section 8(a). The Obligor shall not establish a new location for its chief executive office, the location of the Collateral or any Records Office until (i) it shall have given to the Lender not less than 45 days' prior written notice of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Lender may reasonably request, and (ii) with respect to such new location, it shall have taken all action, satisfactory to the Lender, to maintain the security interest of the Lender in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect.
Sample 1

Related to Covenants of Obligor

  • COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:

  • Covenants of Issuer In addition to its other agreements and covenants herein, Issuer agrees:

  • COVENANTS OF DEBTOR Until the Liabilities are paid in full, Debtor agrees that it shall: (a) not sell or otherwise dispose of the Collateral; (b) not create, incur, assume or permit to exist any liens, encumbrances, security interests, levies, assessments or charges (collectively, "Liens") on or in any of the Collateral other than Permitted Encumbrances (as defined in the Loan Agreement), without Secured Party's consent; (c) appear in and defend, at Debtor's own expense, any action or proceeding which may affect Debtor's title to or Secured Party's interest in the Collateral; (d) procure or execute and deliver, from time to time, in form and substance satisfactory to Secured Party in its discretion reasonably exercised, any endorsements, assignments, financing statements or other writings deemed necessary or appropriate by Secured Party to perfect, maintain or protect Secured Party's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Secured Party may reasonably request to effectuate the intent of this Security Agreement; (e) notify Secured Party in writing at least thirty (30) days prior to any change in Debtor's name, identity or business structure, or any addition or change to the address of the chief executive office or principal place of business of Debtor specified in the introductory paragraph hereof; (f) keep separate, accurate and complete records of the Collateral and provide Secured Party during normal business hours with access thereto upon reasonable notice if no Event of Default exists (and without notice if an Event of Default exists) and to Debtor's financial records, in each case with the right to make extracts therefrom; (g) provide Secured Party during normal business hours with access to the Collateral, and with such other information as Secured Party may reasonably request from time to time; (h) maintain and preserve its existence, and all rights, privileges, franchises and other authority necessary for the conduct of its business; and (i) continue operations in the same form and structure of business as currently conducted, and not (x) merge or consolidate with or acquire or be acquired by any other corporation, partnership, entity or person or (y) incorporate in another jurisdiction, without Secured Party's prior written consent.

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.

  • Covenants of Parent Parent agrees that:

  • COVENANTS OF LESSEE Lessee hereby covenants and agrees with Lessor as follows:

  • Covenants of the Guarantor (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of the Guarantor, the Issuer or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (i) purchase money liens or purchase money security interests upon or in any property acquired by the Guarantor, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property; (ii) Liens existing on property acquired by the Guarantor, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired; (iii) Liens securing Funded Debt recourse for which is limited to specific assets of the Guarantor, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens; (iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby; (v) Liens upon or with respect to margin stock; (vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from the Guarantor or any Subsidiary; (vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens) than pari passu with the Guaranteed Securities; provided that as of the date of incurrence of any such Funded Debt, and after giving effect thereto, the aggregate principal amount of all Funded Debt of the Issuer or such Subsidiary Guarantor then outstanding that is secured by Liens granted by the Issuer and the Subsidiary Guarantors or any of them shall not exceed the greater of (a) $1,000,000,000 and (b) the amount that would cause the OpCo Secured Leverage Ratio to exceed 4.0:1.0; and (viii) any other Liens (other than Liens described in clauses (i) through (vii) above, if the aggregate principal amount of the indebtedness secured by all such Liens and security interests (without duplication) does not exceed in the aggregate $10,000,000 at any one time outstanding; provided that (x) the aggregate principal amount of the indebtedness secured by the Liens described in clauses (i) through (iii) above, inclusive, shall not exceed the greater of the aggregate fair value, the aggregate purchase price or the aggregate construction cost, as the case may be, of all properties subject to such Liens and (y) in no event shall the Issuer or any of its Subsidiaries create or permit to exist any Lien on the Equity Interests of NextEra Canadian Holdings.

  • COVENANTS OF BORROWER Borrower agrees as follows:

  • Covenants of the Issuer The Issuer covenants and agrees with the several Underwriters that: (i) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Pricing Package or the Final Prospectus by either (A) preparing and furnishing to the Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Pricing Package or the Final Prospectus or (B) making an appropriate filing pursuant to Section 13 or Section 15 of the Exchange Act, which will supplement or amend the Pricing Package or the Final Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(d) above. (v) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer to be unduly burdensome. (vi) The Issuer or SCE will, except as herein provided, pay or cause to be paid all expenses and taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of Counsel for the Underwriters and all trustee, rating agency and CPUC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or 12 hereof, the Issuer or SCE (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in an aggregate amount not exceeding $200,000, incurred in contemplation of the performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits. (vii) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(bb) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer shall not voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (x) The Issuer and SCE will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters, or to which Hunton Xxxxxxx Xxxxx LLP, who are acting as counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to SCE and the Issuer. (xi) So long as any of the Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the CPUC pursuant to the Financing Order including, but not limited to, any issuance advice letter or any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any information concerning the Issuer as the Representatives may reasonably request. (xii) So long as the Bonds are rated by any Rating Agency, the Issuer will comply with the 17g-5 Representations, other than (x) any noncompliance of the 17g-5 Representations that would not have a material adverse effect on the rating of the Bonds or the Bonds or (y) any noncompliance arising from the breach by an Underwriter of the representations and warranties and covenants set forth in Section 13 hereof.

  • Covenants of the Company The Company covenants and agrees as follows:

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