Covenants of the Transferor. The Transferor hereby covenants that:
Covenants of the Transferor. The Transferor hereby covenants and agrees with you and the several Underwriters participating in the applicable offering of the Notes that:
(a) immediately following the execution of each Terms Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which such Notes are to be purchased by the Underwriters from the Transferor, either the initial public offering price or the method by which the price at which such Notes are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Transferor deems appropriate in connection with the offering of such Notes, but the Transferor will not file any amendments to the Registration Statement as in effect with respect to the Notes, or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to you, or if you shall have reasonably objected thereto promptly after receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Notes or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky laws, as soon as practicable after the Transferor is advised thereof, and will use every reasonable effort both to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued;
(b) if, at any time when a Prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act or the Rules and Regulations, the Transferor will promptly prepare and (subject to review and no reasonable objection by you as described in Section 5(a) hereof) file wi...
Covenants of the Transferor. The Transferor covenants and agrees with each Underwriter:
(a) To file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Transferor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b).
(b) To file no amendment to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of the Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or, if applicable, mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal.
(c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided, that in connection therewith neith...
Covenants of the Transferor. The Transferor covenants and agrees, through the Termination Date, that:
Covenants of the Transferor. The Transferor hereby covenants that:
(a) Receivables to be Accounts or General Intangibles. Except in connection with the enforcement thereof, the Transferor will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC). Each Receivable shall be payable pursuant to a contract which does not create a Lien on any goods purchased thereunder. The Transferor will take no action to cause any Receivable to be anything other than an "account" or "general intangible" (as defined in the UCC).
Covenants of the Transferor. The Transferor hereby covenants that:
(a) Receivables to be Accounts or Payment Intangibles. The Transferor will take no action to cause any Receivable to be evidenced by any instrument or chattel paper (as defined in the UCC as in effect in the Relevant UCC State), except in connection with the enforcement or collection of a Receivable. Except in such circumstances, the Transferor will take no action to cause any Receivable to be anything other than an “account” or a “payment intangible” (as defined in the UCC as in effect in the Relevant UCC State).
Covenants of the Transferor. The Transferor hereby covenants and agrees with the Trustee, on behalf of the Trust, as follows:
Covenants of the Transferor. The Transferor hereby covenants that except for the transfer hereunder, the Transferor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any lien on, any Subsequent Loan, or any interest therein; and the Transferor will defend the right, title and interest of the Grantor Trustee, in, to and under the Subsequent Loans, against all claims of third parties claiming through or under the Transferor. Whenever and so often as requested by the Grantor Trustee, or the Transferor, the other party promptly will execute and deliver or cause to be executed and delivered all such other and further instruments, documents, or assurances, and promptly do or cause to be done all such other things, as may be necessary and reasonably required to vest more fully in the requesting party all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon it by this Agreement.
Covenants of the Transferor. The Transferor makes the following covenants, on which the Retention Holder will rely in conveying the Initial Conveyed Collateral on the Closing Date (and any Subsequent Conveyed Collateral on any applicable Cut-Off Date) to the Issuer, and on which the Transferor acknowledges and agrees that the Issuer and the Trustee, for the benefit of the Secured Parties, each shall be entitled to rely as an express third party beneficiary as a condition of the Issuer and the Trustee entering into the Transaction Documents to which each of them is a party and as a condition to the Noteholders purchasing the Notes. The Retention Holder acknowledges that such covenants are being made by the Transferor for the benefit of the Issuer and for the benefit of the Trustee, for the benefit of the Secured Parties.
Covenants of the Transferor. The Transferor hereby covenants that: (a) Receivables Not To Be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of an Account, the Transferor will take no action to cause any Receivable conveyed by it to the Trust to be evidenced by any instrument (as defined in the UCC) and if any such Receivable (or any underlying receivable) is so evidenced as a result of any action of the Transferor it shall be deemed to be an Ineligible Receivable in accordance with Section 2.5(a) and shall be reassigned to the Transferor in accordance with Section 2.5(b).
