Covenants of the Trust. The Trust covenants and agrees to the following:
(a) to maintain books and records separate from any other person or entity;
(b) to maintain its accounts separate from those of any other person or entity, except as permitted by the Trust Agreement or any other Basic Document;
(c) not to commingle assets with those of any other entity, except as permitted by the Trust Agreement or any other Basic Document;
(d) to conduct its own functions in its own name;
(e) to maintain separate financial statements or records;
(f) to pay its own liabilities out of its own funds, except as permitted by the Trust Agreement or any other Basic Document;
(g) to maintain an arm's-length relationship with its Affiliates;
(h) to pay the salaries of its own employees and maintain a sufficient number of employees or adequate service providers in light of its contemplated business operations;
(i) to allocate fairly and reasonably any overhead for shared office space;
(j) to hold itself out as a separate entity;
(k) to correct any known misunderstanding regarding its separate identity;
(l) not to guarantee or become obligated for the debts of any other affiliated or unaffiliated third party or hold out its credit as being available to satisfy the obligations of others (except as otherwise specified in the Basic Documents); and
(m) to take such actions as are necessary to ensure that any financial statements of TMCC or any Affiliate thereof that are consolidated to include the Trust will contain detailed notes clearly stating that (i) all of the Trust’s assets are owned by the Trust, and (ii) the Trust is a separate entity with its own separate creditors that will be entitled to be satisfied out of the Trust’s assets prior to any value in the Trust becoming available to the Trust’s equity holders; and the accounting records and the published financial statements of TMCC will clearly show that, for accounting purposes, the Receivables and the other Collateral have been sold or contributed to the Trust.
Covenants of the Trust. The Trust covenants and agrees with the Dealer Manager that:
a. The Trust will promptly advise the Dealer Manager of the receipt of any material comments of, or requests for additional or supplemental information from, the SEC to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust shall furnish to the Dealer Manager for its review, a reasonable period of time prior to the proposed use thereof, a copy of each such proposed amendment or supplement. The Trust will file and amend a Form D in accordance with the rules and regulations of the Securities Act.
b. The Trust will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials.
c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulator...
Covenants of the Trust. The Trust covenants with each Underwriter as follows:
Covenants of the Trust. In further consideration of the Agent's agreements herein contained, the Trust covenants and agrees with each Agent as follows:
Covenants of the Trust. Each Trust covenants and agrees, only as to itself, with each Agent as follows:
Covenants of the Trust. The Trust covenants and agrees that it will:
(a) until the Final Termination Date, use commercially reasonably efforts to ensure that the fair value of the Pool Assets held by it will constitute no more than one-half of the total fair value of all assets owned by it; and
(b) not use personal information relating to Obligors received from the Seller other than in connection with the collection, servicing and administration of the Pool Assets and for other reasonable purposes ancillary thereto, all in accordance with and as allowed by applicable law.
Covenants of the Trust. The Trust hereby covenants and agrees with the Debenture Trustee for the benefit of the Debenture Trustee and the Debentureholders, that so long as any Debentures remain outstanding:
Covenants of the Trust. The Trust hereby covenants and agrees that through the Termination Date in satisfying any claim, liability or expense directed toward a series of the Trust other than the Fund, or in paying fees and expenses of a series of the Trust other than the Fund, the Trust will look to that series, and not to the Fund, to satisfy such claim.
Covenants of the Trust. Regarding the Conduct of Business The Trust covenants and agrees that, during the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, unless BPY shall otherwise agree in writing (to the extent that such consent is permitted by applicable Law), or except as is otherwise expressly permitted or contemplated by this Agreement or as is otherwise required by applicable Law or Governmental Entity, or as required by the terms of any existing contract that is in effect as of the date of this Agreement:
(a) the business of the Trust and its subsidiaries shall be conducted only, and the Trust and its subsidiaries shall not take any action except, in the Ordinary Course of Business, and the Trust shall, and shall cause its subsidiaries and its and their representatives to, use commercially reasonable efforts to maintain and preserve its and its subsidiaries’ business organization, liquidity, assets, properties, employees, goodwill and business relationships;
(b) the Trust shall not, and shall not permit any of its subsidiaries to, directly or indirectly: (i) amend its articles of incorporation, memorandum of association, articles of association or other comparable formation or organizational documents; (ii) adjust, split, combine or reclassify its units or declare, set aside or pay any dividend on or make any distribution (except for regular monthly distributions declared in the Ordinary Course of Business and not exceeding $0.1092 per Trust Unit) or payment or return of capital in respect of the Trust Units or in respect of the equity interests of any subsidiary of the Trust that is not directly or indirectly wholly owned by the Trust (in each case, whether in cash or property); (iii) issue, grant, sell or cause or, permit a Lien to be created on, or agree to issue, grant, sell or cause or permit a Lien to be created on any units of the Trust or its subsidiaries or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, units of the Trust or any of its subsidiaries, other than (A) the issuance of Trust Units issuable pursuant to the terms of the outstanding Class B LP Units, and (B) transactions between two or more of the Trust’s wholly-owned subsidiaries or between the Trust and its wholly-owned subsidiary; (iv) redeem, purchase or otherwise acquire or subject to a Lien any of its outstanding securities or securiti...
Covenants of the Trust. (a) The Trust covenants with ING Funds as follows:
