Covenants of the Administrator. The Administrator covenants with the Remarketing Agents as follows:
(a) The Administrator shall provide prompt notice by telephone, confirmed in writing (which may include facsimile or other electronic transmission), to the Remarketing Agents of (i) if not otherwise available to the Remarketing Agents, any notification or announcement by a “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436(g)(2) under the 0000 Xxx) with regard to the ratings of any securities of the Trust, including, without limitation, notification or announcement of a downgrade in or withdrawal of the rating of any security of the Trust or notification or announcement of the placement of any rating of any securities of the Trust under surveillance or review, including placement on CreditWatch or on Watch List with negative implications, or (ii) the occurrence at any time of any event set forth in Section 8(c) (i), (ii), (iii), (v), (vi) or (viii) of this Agreement.
(b) With respect to each Reset Date (unless the Call Option is exercised) the Administrator will furnish to the Remarketing Agents:
(i) if required pursuant to Section 7(f) below, the Remarketing Prospectus (as defined below);
(ii) if a mandatory tender of the related Notes occurs with respect to the related Reset Date or the related Reset Date follows the purchase of the related Notes pursuant to the Call Option, a written opinion of U.S. Federal income tax counsel to the Trust, reasonably satisfactory to the Remarketing Agents, dated as of the related Reset Date resulting in a successful Remarketing (other than a Reset Date where the All Hold Rate is applicable), that the related Notes constitute indebtedness and also opining as to any other tax-related issues with respect to the related class of Notes as to which an opinion is reasonably requested by a Remarketing Agent (the “Tax Opinion”);
(iii) if applicable, a Listing Particulars Addendum (as defined below) as required by the Luxembourg Stock Exchange for Luxembourg Stock Exchange listing purposes;
(iv) during any such time as the Trust is subject to the reporting requirements of the 1934 Act, each 1934 Act Document; and
(v) (A) in connection with each Remarketing of Notes, such other information as the Remarketing Agents may reasonably request from time to time, and such other documentation, representations, warranties and certifications as the Remarketing Agents may reasonably request as a result of a change o...
Covenants of the Administrator. The Administrator hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that:
(a) it will devote all reasonable skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
(b) it will comply with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail);
(c) it will use its best endeavours to keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the CBC Services and prepare and submit all necessary applications and requests for any further approval, authorisation, consent or licence required in connection with the performance of the CBC Services including but not limited to, to the extent applicable, such approval, authorisation, consent or licence pursuant to the Wft now or in the future;
(d) it will not knowingly fail to comply with any legal requirements in the performance of the CBC Services;
(e) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof for value on such day without set-off or counterclaim;
(f) it will inform the Security Trustee of any legal proceedings against it or the Transferor which could have an impact on the CBC Services to be performed by it;
(g) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts, the CBC Back-Up Account or on any of the other assets of the CBC, other than as created under the Pledge Agreements; and
(h) it will not without the prior written consent of the Security Trustee amend or terminate any of the Transaction Documents save in accordance with their respective terms. The covenants of the Administrator in this Clause 20 shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the CBC and/or the Security Trustee arising from breach of any such covenant prior to the date of termination of this Agreement.
Covenants of the Administrator. The Administrator hereby agrees and covenants with the Company that, during the Term, the Administrator shall:
(a) obtain and maintain for its benefit professional indemnity insurance and other insurance as is reasonable having regard to the nature and extent of the Administrator’s obligations under this Agreement;
(b) exercise all due care, skill and diligence in carrying out its duties under this Agreement as required by Applicable Laws;
(c) provide the chairman, President, the Chief Financial Officer, and the Board of Directors with all information in relation to the performance of the Administrator’s obligations under this Agreement as the President, the Chief Financial Officer, or the Board of Directors may reasonably request;
(d) use its reasonable best efforts to have all material property of the Company clearly identified as such, held separately from property of the Administrator and, where applicable, in safe custody;
(e) use its reasonable best efforts to have all property of the Company (other than money to be deposited to any bank account of the Company) transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company;
(f) use its reasonable best efforts to retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Services; and
(g) use its reasonable best efforts to keep full and proper books, records and accounts showing clearly all transactions relating to its provision of the Services in accordance with established general commercial practices and in accordance with GAAP, and allow the Company and its representatives to audit and examine such books, records and accounts at any time during customary business hours.
Covenants of the Administrator. The Administrator hereby agrees that:
(a) it shall provide to the Indenture Trustee, the Administrative Agent, each Non-Conduit Purchaser, each Funding Agent and each Class B Note Purchaser, on each Determination Date, a Monthly Settlement Statement, substantially in the form of Exhibit E, setting forth as of the last day of the most recent Monthly Period and for such Monthly Period the information set forth therein;
(b) it shall provide to each Class B Note Purchaser and the Administrative Agent simultaneously with delivery to the Indenture Trustee, all reports, notices, certificates, statements and other documents required to be delivered to the Indenture Trustee pursuant to the Base Indenture and the other Transaction Documents, and furnish to each Class B Note Purchaser and the Administrative Agent promptly after receipt thereof a copy of each notice, demand or other material communication (excluding routine communications) received by or on behalf of the Issuer or the Administrator with respect to the Transaction Documents. The Administrative Agent shall distribute to the Non-Conduit Purchasers and the Funding Agents copies of all reports, notices, certificates, statements and other documents delivered to it pursuant to this Section 8.3(b);
(c) it shall provide to the Indenture Trustee, the Administrative Agent, each Non-Conduit Purchaser, each Funding Agent and each Class B Note Purchaser, as soon as is practicable, but in any event within 100 days after the end of each fiscal year of PHH, commencing with fiscal year 2010, (i) either (A) consolidated statements of income (or operations) and consolidated statements of cash flows and changes in stockholders’ equity of PHH and its consolidated subsidiaries for such year and the related consolidated balance sheets as at the end of such year, or (B) the Form 10-K filed by PHH with the Securities and Exchange Commission and (ii) if not included in such Form 10-K, an opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial position and results of operations of PHH and its consolidated subsidiaries as at the end of, and for, such fiscal year and that such financial statements were prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods;
(d) it shall provide to the Indenture Trustee, the Administrative Agent, e...
Covenants of the Administrator. The Administrator hereby covenants with each of the CBC and the Security Trustee without prejudice to any of its specific obligations hereunder that:
(a) it will comply with any proper directions, orders and instructions which the CBC or the Security Trustee may from time to time give to it in accordance with the provisions of this Agreement (and in the event of any conflict those of the Security Trustee shall prevail);
(b) it will use its best endeavours to keep in force all licences, approvals, authorisations and consents which may be necessary in connection with the performance of the CBC Services;
(c) it will not knowingly fail to comply with any legal requirements in the performance of the CBC Services;
(d) it will make all payments required to be made by it on behalf of the CBC pursuant to this Agreement on the due date for payment thereof for value on such day without set-off or counterclaim;
(e) it will inform the Security Trustee of any legal proceedings against it or the Transferor which could have an impact on the CBC Services to be performed by it; and
(f) it will not knowingly create or permit to subsist any encumbrance in relation to the CBC Transaction Accounts or on any of the other assets of the CBC, other than as created under the Pledge Agreements.
Covenants of the Administrator. From the Closing Date until the day following the Amortization Commencement Date on which the Certificate Invested Amount shall be reduced to zero and all Obligations of NAFCO and the Administrator to the Certificateholders that have ever been outstanding under this Agreement shall have been finally and fully paid and performed, the Administrator hereby covenants and agrees, and any Successor Administrator by its acceptance of its appointment hereunder shall be deemed to covenant and agree, as follows for the benefit of the Trust and the Certificateholders:
Covenants of the Administrator. The Administrator covenants and agrees that in the performance of its services under this Agreement it shall:
(a) perform all such services at all times in compliance with applicable laws;
(b) comply with all instructions of the Directors in relation to the performance of its services hereunder; and
(c) observe and perform or cause to be observed and performed on behalf of the Corporation in every material respect the provisions of the agreements from time to time entered into in connection with the activities of the Corporation.
Covenants of the Administrator. The Administrator covenants and agrees that in the performance of the administrative services hereunder it shall:
(a) perform all such services at all such times in compliance with Applicable Laws and with a view to the best interest of the Unitholders and the Trust;
(b) observe and perform or cause to be observed and performed on behalf of the Trust, in every material respect, the provisions of (i) all agreements from time to time entered into by the Trust in connection with the activities of the Trust, and (ii) all Applicable Laws; and
(c) not commingle its own funds with any funds held by it on behalf of the Trust.
Covenants of the Administrator. The Administrator shall keep records relating to the services to be performed hereunder in the form and manner as the Administrator may deem advisable. To the extent required by Section 31 of the 1940 Act and the Rules thereunder, the Administrator agrees that all said records prepared or maintained by the Administrator relating to the services to be performed hereunder are the property of the Fund, and shall be preserved, maintained, and made available in accordance with said Section and Rules, and shall be surrendered promptly to the Fund on and in accordance with the Fund's request.
Covenants of the Administrator. The Administrator covenants and agrees that in the performance of its services under this Agreement it shall:
(a) perform all services at all times in compliance with applicable law;
(b) comply with all instructions of the Fund Trustees and Trust Trustees, as applicable, in relation to the performance of its services hereunder; and
(c) observe or use all commercially reasonable efforts to cause to be observed and performed on behalf of each of the Fund and the Trust in every material respect the provisions of the agreements from time to time entered into in connection with the activities of the Fund or the Trust.
