Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement: (a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative of such timely filing. In addition, to the extent that any Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424. (b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative reasonably objects. (c) During the prospectus delivery period, the Bank will advise the Representative promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof. (d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance. (e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction. (f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request. (g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable. (h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make). (i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions. (j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder. (k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the Xxxxxx xxx prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the CertificatesNotes; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly Immediately following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative of such timely filing. In addition, to the extent that any Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank will file has filed such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms AgreementUnderwriter that:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such the Prospectus Supplement with the Commission pursuant to Rule 424 424(b) of the Rules and Regulations within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriter of such timely filing. In addition, The Bank will file any Issuer Free Writing Prospectus when and to the extent that any Underwriter (irequired by Rule 433(d) has provided of the Rules and Regulations. Before using, authorizing, approving, referring to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration StatementIssuer Free Writing Prospectus, the Additional Registration Statement (if any) or the Final Prospectusother than an Issuer Free Writing Prospectus listed on Annex A, the Bank will furnish to the Representative Underwriter a copy of the proposed amendment or supplement Issuer Free Writing Prospectus for review and approval. During any period that a prospectus relating to the Certificates is required to be delivered to purchasers of the Certificates by the Underwriter and dealers participating in the initial offering and sale of the Certificates on the Closing Date under the Act (but for Rule 172 of the Rules and Regulations) (a “prospectus delivery period”), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such proposed amendment amendments or supplement supplements to which the Representative Underwriter, and if the Underwriter shall have reasonably objects.
(c) During the prospectus delivery period, objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative promptly after it receives notice thereof, Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to any the Registration Statement shall have has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to any the Registration Statement or the Final Prospectus or for any additional information, information and (iii) of the issuance by the Commission of any stop order or communication suspending the effectiveness of any Registration Statement or the initiation preventing, or threatening of any proceeding for that purposeto suspend or prevent, the offer and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification sale of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for proceedings or examinations that may lead to such purpose; an order or communication, whether by or of the Commission or any authority administering any state securities or “blue sky” law, as soon as the Bank is advised thereof, and will use its best reasonable efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification andcommunication and to obtain as soon as possible its lifting, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(db) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any an 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 under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Final Prospectus in order to comply with the ActAct or the Rules and Regulations, the Bank promptly will prepare and file with the CommissionCommission (subject to the Underwriter’s prior review pursuant to paragraph (a) of this Section 5), an amendment or a supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance.
(ec) The Bank will endeavor furnish to qualify the Underwriter copies of the Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriter may reasonably request.
(d) The Bank will cooperate with the Underwriter in arranging for the qualification of the Certificates for offer sale and sale the determination of their eligibility for investment under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request Underwriter designates and will continue cooperate in continuing such qualification qualifications in effect so long as reasonably required for the distribution of the Certificates; provided, however, that neither the Bank nor the Trust shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required qualified or to file a take any action which would subject it to general consent to or unlimited service of process in any jurisdictionjurisdiction where it is not now so subject.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(ge) For a period from the date of this Agreement until the retirement of the Certificates, or until such time the Bank, as the Underwriters shall cease to maintain a secondary market in the CertificatesServicer, whichever first occurs, the Bank will deliver furnish to the Underwriters (i) Underwriter copies of each certificate and the annual statements of compliance, (ii) the annual compliance delivered to independent certified public accountants' ’ and reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of Indenture Trustee or the Trust and (iv) all documents filed with the Commission Owner Trustee pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the CommissionSale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or filed orthe Owner Trustee.
(f) So long as any of the Certificates is outstanding, if an affiliate the Bank will furnish to the Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Certificateholders and (B) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is not the Servicerotherwise publicly available, as soon thereafter the Underwriter may reasonably request; provided, however, that the Bank shall not be required to furnish hereunder any reports concerning the Trust filed by the Bank with the Commission.
(g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust’s ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as practicablepermitted by the Sale and Servicing Agreement.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates Xxxxx’x, Standard & Poor’s and/or Fitch is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the BankBank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions.
(ji) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During For the period beginning on the date hereof and continuing to and including the Business Day following ending on the Closing Date, unless waived by the Underwriter, neither the Bank nor any trust originated, directly or indirectly, by the Bank will not offer, sell, contract offer to sell or otherwise dispose sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.
(j) The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of any credit card asset-backed securities each Issuer Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433(d) of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms AgreementRules and Regulations.
Appears in 1 contract
Samples: Certificate Underwriting Agreement (JPMorgan Chase Bank, National Association)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters Underwriter that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the UnderwritersUnderwriter, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriter of such timely filing. In addition, to the extent that any the Underwriter (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such the Underwriter has have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(bx) During Xxxxxx the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative Underwriter a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriter promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriter shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the CertificatesNotes; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Chase Credit Card Master Trust)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters
(i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.. Chase Securities Inc. November 13, 1998 Page 11
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission Chase Securities Inc. November 13, 1998 Page 12 pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriterthe Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of Chase Securities Inc. November 13, 1998 Page 13 the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with --------------------- the Underwriters Underwriter that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the UnderwritersUnderwriter, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriter of such timely filing. In addition, to the extent that any the Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined Chase Securities Inc. September 15, 1997 Page 8 below) that such the Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative Underwriter a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriter promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.. Chase Securities Inc. September 15, 1997 Page 9
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriter shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to -------- ------- qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to -------- ------- file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the RepresentativeUnderwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each the Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters Underwriter shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the UnderwritersUnderwriter, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters Underwriter and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) Chase Securities Inc. September 15, 1997 Page 10 and in Sections 8 and 9 hereof, the Underwriters Underwriter will pay all their its own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any the Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative Underwriter as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with --------------------- the Underwriters Underwriter that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the UnderwritersUnderwriter, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriter of such timely filing. In addition, to the extent that any the Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined Chase Securities Inc. December 10, 1997 Page 8 below) that such the Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative Underwriter a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriter promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriter shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to -------- ------- qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to -------- ------- file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the RepresentativeUnderwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each the Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters Underwriter shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the UnderwritersUnderwriter, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters Underwriter and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) Chase Securities Inc. December 10, 1997 Page 10 and in Sections 8 and 9 hereof, the Underwriters Underwriter will pay all their its own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any the Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative Underwriter as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms AgreementUnderwriter as follows:
(a) Promptly To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of such applicable Terms Agreement, this Agreement and (ii) to file the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within General Instruction II.K. of Form F-9 under the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative of such timely filing. In addition, to the extent that any Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, Act not later than the date Commission’s close of business on which the Final Prospectus is filed with second business day following the Commission pursuant to Rule 424.
(b) During execution and delivery of this Agreement; before amending or supplementing the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) Time of Sale Prospectus or the Final ProspectusProspectuses prior to the Time of Delivery, the Bank will to furnish to the Representative Underwriter a copy of the each such proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which the Representative Underwriter shall have reasonably objects.
(c) During objected in a timely manner by written notice to the prospectus delivery period, Bank; to file promptly all reports required to be filed by the Bank will with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representative Underwriter, promptly after it receives notice thereof, (iA) of the time when any amendment to the Canadian Prospectus has been filed or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement shall have become effectivehas been filed or becomes effective or any supplement to the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commission, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iiiB) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any the Registration Statement or the initiation or threatening of any proceeding for that purposeStatement, and (ivC) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Securities for offer and offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Basic Prospectuses, the Time of Sale Prospectus or the Prospectuses or for additional information relating to the Securities; and will use its best efforts Chase Securities Inc. February 19and, 1997 Page 11 to prevent in the event of the issuance of any such stop order or notification andof any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, if any is issued, will to promptly use its best efforts to obtain the withdrawal thereofof such order.
(db) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will To endeavor to qualify the Certificates Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriter shall reasonably request and will continue such qualification request; provided that in effect so long as reasonably required for distribution of the Certificates; provided, however, that no event shall the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which where it is not currently now so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdictionjurisdiction where it is not now so subject.
(fc) The Bank will To furnish to the RepresentativeUnderwriter, without charge, two copies so long as delivery of each Registration Statement (including exhibits thereto), one of which will a prospectus by the Underwriter or dealer may be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during required by the prospectus delivery periodSecurities Act, as many copies of the Time of Sale Prospectus, the Prospectuses, any Preliminary Final Prospectus and the Final Prospectus documents incorporated therein by reference and any supplement supplements and amendments thereto as the Underwriters Underwriter may reasonably request.
(gd) For To furnish to the Underwriter a period from the date copy of this Agreement until the retirement of the Certificateseach proposed free writing prospectus to be used by, or until such time as the Underwriters shall cease referred to maintain a secondary market in the Certificates, whichever first occurs, by the Bank will deliver and not to use or refer to any proposed free writing prospectus to which the Underwriters Underwriter reasonably object.
(ie) Not to knowingly take any action that would result in an Underwriter or the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents Bank being required to be distributed to Certificateholders of the Trust and (iv) all documents filed file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary to amend or supplement the Time of Sale Prospectus or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Time of Sale Prospectus in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or any order the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Commission thereunderUnderwriter, in each case as provided to prepare, file with the Trustee Reviewing Authority or filed with the Commission, as soon as such statements applicable, and reports are furnished furnish, at its own expense, to the Trustee Underwriter and to any dealer upon request, either amendments or filed orsupplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, if an affiliate in the light of the Bank is not circumstances when delivered to a prospective purchaser, be misleading or so that the ServicerTime of Sale Prospectus, as soon thereafter amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as practicableamended or supplemented, will comply with applicable law.
(g) If, during such period after the filing of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable law.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders the Bank’s security holders and to the Representative Underwriter as soon as practicable practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Trust Bank occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 the rules and regulations of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(ki) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the filing of the Canadian Basic Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Basic Prospectuses, the Time of Sale Prospectus, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii), any fees charged by the rating agencies for the rating of the Securities, (iv) the cost of the preparation, issuance and delivery of the Securities, (v) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (vi) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses, including fees and disbursements of their counsel, if any, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.
(j) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any credit card asset-backed debt securities of the Bank which are or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Certificates without Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representative or unless such securities are referenced in the Terms AgreementUnderwriter).
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with --------------------- the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Compu- Chase Securities Inc. March 2, 1998 Page 10 tational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an Chase Securities Inc. March 2, 1998 Page 11 amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to -------- ------- qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to -------- ------- file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including includ- Chase Securities Inc. March 2, 1998 Page 12 ing without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriterthe Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to Chase Securities Inc. March 2, 1998 Page 13 the Certificates without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within J.P. Morgan Securities Inc. October 18, 2001 Page 9 two business days of busixxxx xxxx xf its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Chase Credit Card Owner Trust 2001-5)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorJ.P. Morgan Securities Inc. December 10, 2001 Page 9 prospecxxxx xxxxxxors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement J.P. Morgan Securities Inc. December 10, 2001 Page 10 amendmxxx xx x xxpplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the CertificatesNotes; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the CertificatesNotes, or until such time as the Underwriters shall cease to maintain a secondary market in the CertificatesNotes, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliancecompliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee, Master Trust Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.,
Appears in 1 contract
Samples: Underwriting Agreement (Chase Manhattan Bank Usa Chase Credit Card Owner Tr 2001-6)
Covenants of the Bank. The Bank covenants and --------------------- agrees with --------------------- the Underwriters Underwriter that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the UnderwritersUnderwriter, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriter of such timely filing. In addition, to the extent that any the Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such the Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative Underwriter a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriter promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of Chase Securities Inc. December 17, 1997 Page 11 such jurisdictions as the Representative Underwriter shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the RepresentativeUnderwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each the Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters Underwriter shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of Chase Securities Inc. December 17, 1997 Page 12 delivering the Certificates to the UnderwritersUnderwriter, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters Underwriter and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters Underwriter will pay all their its own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any the Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative Underwriter as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative Underwriter or unless such securities are referenced in the Terms Agreement.. Chase Securities Inc. December 17, 1997 Page 13
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as Chase Securities Inc. February 26, 1999 Page 10 the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriterthe Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with --------------------- the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an Chase Securities Inc. May 1, 1998 Page 11 amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to -------- ------- qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to -------- ------- file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriterthe Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to Chase Securities Inc. May 1, 1998 Page 13 the Certificates without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative of such timely filing. In addition, to the extent that any Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has J.P. Morgan Securities Inc. and Banc One Capital Markets, Inc. May 00, 0000 Xxge 10 the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material J.P. Morgan Securities Inc. and Banc One Capital Markets, Inc. May 00, 0000 Xxge 11 fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the CertificatesNotes; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the CertificatesNotes, or until such time as the Underwriters shall cease to maintain a secondary market in the CertificatesNotes, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliancecompliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as J.P. Morgan Securities Inc. and Banc One Capital Markets, Inc. May 00, 0000 Xxge 12 soon as such statements and reports are furnished to the Indenture Trustee, Master Trust Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the CertificatesNotes, (ii) the cost of delivering the Certificates Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificatesthe Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (ivv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriterthe Underwriters, transfer taxes on resale of any Certificates Notes by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates Series Certificate or the Notes by the rating agency or agencies that initially rate the Certificates Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Owner Trust to make generally available to Certificateholders Noteholders and to the Representative Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Owner Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional J.P. Morgan Securities Inc. and Banc One Capital Markets, Inc. May 00, 0000 Xxge 13 Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates Notes without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Chase Credit Card Owner Trust 2004-2)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms AgreementUnderwriter as follows:
(a) Promptly To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of such applicable Terms Agreement, this Agreement and (ii) to file the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within General Instruction II.K. of Form F-9 under the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative of such timely filing. In addition, to the extent that any Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, Act not later than the date Commission’s close of business on which the Final Prospectus is filed with second business day following the Commission pursuant to Rule 424.
(b) During execution and delivery of this Agreement; before amending or supplementing the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) Pricing Disclosure Package or the Final ProspectusProspectuses prior to the Time of Delivery, the Bank will to furnish to the Representative Underwriter a copy of the each such proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which the Representative Underwriter shall have reasonably objects.
(c) During objected in a timely manner by written notice to the prospectus delivery period, Bank; to file promptly all reports required to be filed by the Bank will with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Representative Underwriter, promptly after it receives notice thereof, (iA) of the time when any amendment to the Canadian Prospectus has been filed or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement shall have become effectivehas been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commission, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iiiB) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any the Registration Statement or the initiation or threatening of any proceeding for that purposeStatement, and (ivC) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Securities for offer and offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating to the Securities; and will use its best efforts Chase Securities Inc. February 19and, 1997 Page 11 to prevent in the event of the issuance of any such stop order or notification andof any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, if any is issued, will to promptly use its best efforts to obtain the withdrawal thereofof such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably request.
(d) IfTo furnish to the Underwriter a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at any a time during when the prospectus delivery period, Prospectus is not yet available to prospective purchasers and any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it shall be is necessary to amend or supplement the Final Prospectus Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order to comply with Ontario Securities Laws, the Securities Act, the Bank promptly will prepare and Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, an amendment as applicable, and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or a supplement which supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify not, in the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution light of the Certificates; providedcircumstances when delivered to a prospective purchaser, however, be misleading or so that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery periodPricing Disclosure Package, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably requestamended or supplemented, will comply with applicable law.
(g) For a If, during such period from after the date of this Agreement until the retirement filing of the CertificatesProspectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or until if it is necessary to amend or supplement such time as Prospectuses or to file under Ontario Securities Laws or the Underwriters shall cease Exchange Act any document incorporated by reference in such Prospectuses in order to maintain a secondary market in the Certificates, whichever first occurscomply with Ontario Securities Laws, the Bank will deliver to the Underwriters (i) the annual statements of complianceSecurities Act, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Commission thereunderUnderwriter, in each case as provided to prepare, file with the Trustee Reviewing Authority or filed with the Commission, as soon as such statements applicable, and reports are furnished furnish, at its own expense, to the Trustee Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or filed orsupplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, if an affiliate in the light of the Bank is not circumstances when such Prospectuses (or in lieu thereof the Servicernotice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as soon thereafter as practicableamended or supplemented, will comply with applicable law.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders the Bank’s security holders and to the Representative Underwriter as soon as practicable practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Trust Bank occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 the rules and regulations of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(ki) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of Xxxxx Xxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(j) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any credit card asset-backed debt securities of the Bank which are or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Certificates without Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Representative Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or unless such securities are referenced in indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the Terms Agreementprice of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Canadian Imperial Bank of Commerce /Can/)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the CertificatesNotes; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the CertificatesNotes, or until such time as the Underwriters shall cease to maintain a secondary market in the CertificatesNotes, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliancecompliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee, Master Trust Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the CertificatesNotes, (ii) the cost of delivering the Certificates Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificatesthe Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (ivv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriterthe Underwriters, transfer taxes on resale of any Certificates Notes by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates Series Certificate or the Notes by the rating agency or agencies that initially rate the Certificates Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders Noteholders and to the Representative Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates Notes without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Chase Credit Card Owner Trust 2001-1)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-8- K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriterthe Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorJ.P. Morgan Securities Inc. March 26, 2002 Page 9 prospectivx xxxxxxxxx, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwrit ers promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an J.P. Morgan Securities Inc. March 26, 2002 Page 10 amendment or a supplement xx x xxxxxement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the CertificatesNotes; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Under writer may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the CertificatesNotes, or until such time as the Underwriters shall cease to maintain a secondary market in the CertificatesNotes, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliancecompliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee, Master Trust Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations obliga tions under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.,
Appears in 1 contract
Samples: Underwriting Agreement (Chase Credit Card Master Trust)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing J.P. Morgan Securities Inc. October 24, 2003 Page 10 such Structural Term Stxxxxxxxx Xxrm Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Chase Credit Card Master Trust)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing J.P. Morgan Securities Inc. September 23, 2003 Page 10 such Structural Term Sxxxxxxxxx Xerm Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(ex) The Bank Xxx Xxxx will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the CertificatesNotes; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the CertificatesNotes, or until such time as the Underwriters shall cease to maintain a secondary market in the CertificatesNotes, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliancecompliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee, Master Trust Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.,
Appears in 1 contract
Samples: Underwriting Agreement (Chase Credit Card Master Trust)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the CertificatesNotes; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the CertificatesNotes, or until such time as the Underwriters shall cease to maintain a secondary market in the CertificatesNotes, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliancecompliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents docu- ments filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee, Master Trust Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the CertificatesNotes, (ii) the cost of delivering the Certificates Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificatesthe Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (ivv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriterthe Underwriters, transfer taxes on resale of any Certificates Notes by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates Series Certificate or the Notes by the rating agency or agencies that initially rate the Certificates Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Owner Trust to make generally available to Certificateholders Noteholders and to the Representative Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Owner Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates Notes without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters Underwriter that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the UnderwritersUnderwriter, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriter of such timely filing. In addition, to the extent that any the Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such the Underwriter has provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriter copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriter promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriter shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the RepresentativeUnderwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters Underwriter shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters Underwriter and the printing of memoranda relating thereto (it being understood that, except as specified speci- fied in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any the Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative Underwriter as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwritersunderwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-8- K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the CertificatesNotes; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representativeeach Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters each Underwriter may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the CertificatesNotes, or until such time as the Underwriters shall cease to maintain a secondary market in the CertificatesNotes, whichever first occurs, the Bank will deliver to the Underwriters each Underwriter (i) the annual statements of compliancecompliance pursuant to the Indenture and the Pooling and Servicing Agree-mended, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders Certificate holders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee, Master Trust Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the CertificatesNotes, (ii) the cost of delivering the Certificates Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificatesthe Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (ivv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriterthe Underwriters, transfer taxes on resale of any Certificates Notes by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates Series Certificate or the Notes by the rating agency or agencies that initially rate the Certificates Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders Noteholders and to the Representative Underwriters as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates Notes without the prior written consent of the Representative each Underwriter or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Chase Manhattan Bank Chase Credit Card Owner Trust 2000 3)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms AgreementUnderwriter that:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such the Prospectus Supplement with the Commission pursuant to Rule 424 424(b) of the Rules and Regulations within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriter of such timely filing. In addition, The Bank will file any Issuer Free Writing Prospectus when and to the extent that any Underwriter (irequired by Rule 433(d) has provided of the Rules and Regulations. Before using, authorizing, approving, referring to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration StatementIssuer Free Writing Prospectus, the Additional Registration Statement (if any) or the Final Prospectusother than an Issuer Free Writing Prospectus listed on Annex A, the Bank will furnish to the Representative Underwriter a copy of the proposed amendment or supplement Issuer Free Writing Prospectus for review and approval. During any period that a prospectus relating to the Certificates is required to be delivered to purchasers of the Certificates by the Underwriter and dealers participating in the initial offering and sale of the Certificates on the Closing Date under the Act (but for Rule 172 of the Rules and Regulations) (a “prospectus delivery period”), the Bank will not file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such proposed amendment amendments or supplement supplements to which the Representative Underwriter, and if the Underwriter shall have reasonably objects.
(c) During the prospectus delivery period, objected thereto promptly after receipt thereof; the Bank will promptly advise the Representative promptly after it receives notice thereof, Underwriter or its counsel (i) when notice is received from the Commission that any post-effective amendment to any the Registration Statement shall have has become or will become effective, (ii) of any request by the Commission for any amendment or supplement to any the Registration Statement or the Final Prospectus or for any additional information, information and (iii) of the issuance by the Commission of any stop order or communication suspending the effectiveness of any Registration Statement or the initiation preventing, or threatening of any proceeding for that purposeto suspend or prevent, the offer and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification sale of the Certificates for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for proceedings or examinations that may lead to such purpose; an order or communication, whether by or of the Commission or any authority administering any state securities or “blue sky” law, as soon as the Bank is advised thereof, and will use its best reasonable efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification andcommunication and to obtain as soon as possible its lifting, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(db) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any an 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 under which they were made, not misleading, or if it shall be is necessary at any time to amend or supplement the Final Prospectus in order to comply with the ActAct or the Rules and Regulations, the Bank promptly will prepare and file with the CommissionCommission (subject to the Underwriter’s prior review pursuant to paragraph (a) of this Section 5), an amendment or a supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance.
(ec) The Bank will endeavor furnish to qualify the Underwriter copies of the Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriter may reasonably request.
(d) The Bank will cooperate with the Underwriter in arranging for the qualification of the Certificates for offer sale and sale the determination of their eligibility for investment under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request Underwriter designates and will continue cooperate in continuing such qualification qualifications in effect so long as reasonably required for the distribution of the Certificates; provided, however, that neither the Bank nor the Trust shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required qualified or to file a take any action which would subject it to general consent to or unlimited service of process in any jurisdictionjurisdiction where it is not now so subject.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(ge) For a period from the date of this Agreement until the retirement of the Certificates, or until such time the Bank, as the Underwriters shall cease to maintain a secondary market in the CertificatesServicer, whichever first occurs, the Bank will deliver furnish to the Underwriters (i) Underwriter copies of each certificate and the annual statements of compliance, (ii) the annual compliance delivered to independent certified public accountants' ’ and reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of Indenture Trustee or the Trust and (iv) all documents filed with the Commission Owner Trustee pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the CommissionSale and Servicing Agreement, as soon as practicable after such statements and reports are furnished to the Indenture Trustee or filed orthe Owner Trustee.
(f) So long as any of the Certificates is outstanding, if an affiliate the Bank will furnish to the Underwriter as soon as practicable, (A) all documents distributed, or caused to be distributed, by the Bank to the Certificateholders and (B) from time to time, such other information in the possession of the Bank concerning the Trust and any other information concerning the Bank filed with any governmental or regulatory authority which is not the Servicerotherwise publicly available, as soon thereafter the Underwriter may reasonably request; provided, however, that the Bank shall not be required to furnish hereunder any reports concerning the Trust filed by the Bank with the Commission.
(g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust’s ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as practicablepermitted by the Sale and Servicing Agreement.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates Xxxxx’x and/or Fitch is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the BankBank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions.
(ji) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During For the period beginning on the date hereof and continuing to and including the Business Day following ending on the Closing Date, unless waived by the Underwriter, neither the Bank nor any trust originated, directly or indirectly, by the Bank will not offer, sell, contract offer to sell or otherwise dispose sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.
(j) The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of any credit card asset-backed securities each Issuer Free Writing Prospectus that is not required to be filed with the Commission in accordance with Rule 433(d) of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms AgreementRules and Regulations.
Appears in 1 contract
Samples: Certificate Underwriting Agreement (Chase Auto Owner Trust 2006-A)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and the Notes, setting forth the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.in
Appears in 1 contract
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriters that upon the execution of the applicable Terms Agreement:
(a) Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth relating to the issuance of the Series Certificate and J.P. Morgan Securities Inc. July 25, 2001 Page 7 the Notes, sxxxxxx xxxxh the amount of Certificates Notes covered thereby and the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file such Prospectus Supplement with the Commission pursuant to Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative Underwriters of such timely filing. In addition, to the extent that any Underwriter the Underwriters (i) has have provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has the Underwriters have provided to a prospective investorinvestors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof, or (ii) has have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Final Prospectus is filed with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any amendment or supplement to the Initial Registration Statement, the Additional Registration Statement (if any) or the Final Prospectus, the Bank will furnish to the Representative a copy Underwriters copies of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Representative Underwriters promptly after it receives notice thereof, (i) when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment or supplement to any Registration Statement or the Final Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceeding for that purpose, and (iv) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Certificates Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts Chase Securities Inc. February 19, 1997 Page 11 to prevent the issuance of any such stop order or notification and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof.
(d) If, at any time anytime during the prospectus delivery period, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the Act, the Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the prospectus delivery period, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Trustee or filed or, if an affiliate of the Bank is not the Servicer, as soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to Certificateholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the effective date of the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder.
(k) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not offer, sell, contract to sell or otherwise dispose of any credit card asset-backed securities of the Bank which are substantially similar to the Certificates without the prior written consent of the Representative or unless such securities are referenced in the Terms Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Chase Credit Card Owner Trust 2001-4)
