Covenants of the Trustee. The Trustee hereby covenants that:
Covenants of the Trustee. The Trustee, by its acceptance hereof, covenants faithfully to perform and fulfill the trusts herein created, and hereby waives any statutory fee and agrees not to require any compensation for any services rendered by it in accordance with the terms hereof. The Trustee may consult with counsel upon any matters arising hereunder and shall be fully protected in relying as to the legal matters or on the advice of counsel. The Trustee shall not incur any personal liability hereunder except for his gross negligence or willful misconduct, and the Trustee may rely on any instrument, document, or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine.
Covenants of the Trustee. The Trustee hereby agrees that it shall provide at any time and from time to time to the Deal Agent access to documentation regarding the Included Leases, such access being afforded without charge but only (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer's normal security and confidentiality procedures and (d) at offices designated by the Custodian or the Trustee.
Covenants of the Trustee. The Trustee hereby covenants and agrees as follows:
(a) the Trustee will establish the Collection Account as a Securities Account;
(b) the financial institution that is the Trustee, acting as Securities Intermediary, will identify the Collection Account in its records as a Securities Account of the Trustee and will identify the Trustee in such records as the Person having the Security Entitlement against the Securities Intermediary with respect to the Securities Account and all Security Entitlements carried in the Securities Account;
(c) the financial institution that is the Trustee, acting as Securities Intermediary, will maintain accurate and complete records of the Financial Assets in the Securities Account such that the Collateral is objectively determinable;
(d) the financial institution that is the Trustee, acting as Securities Intermediary, will in the ordinary course of its business, maintain securities accounts for its customers, will act in that capacity in holding the Securities Account under this Indenture and will at all times be located in and maintain its books and records relating to all of these securities in the State of New York;
(e) the financial institution that is the Trustee, acting as Securities Intermediary, will treat all Eligible Investments as Financial Assets and will duly hold the Eligible Investments in the Securities Account; and
(f) the financial institution that is the Trustee, acting as Securities Intermediary, will not agree to comply with entitlement orders of any Person other than the Trustee with respect to the Securities Account or any Security Entitlements carried in the Securities Account and agrees to comply with entitlement orders of the Trustee without the consent of any other Person.
Covenants of the Trustee. (i) Notwithstanding anything to the contrary contained in this Deed, the Trustee undertakes that for so long as it is acting as the Trustee, it shall:
(A) not do any act or deed which will disqualify it from acting as the Trustee; and
(B) ensure that it continues to satisfy the eligibility criteria for it to act as the Trustee under the Companies Act, the Companies (Share Capital and Debentures) Rules, 2014, the Debt Regulations, the Debenture Trustee Regulations and other Applicable Laws.
(ii) The Trustee shall at all times comply with all duties and obligations required to be complied by it under the Companies Act, the Companies (Share Capital and Debentures) Rules, 2014, the Debenture Trustee Regulations and other Applicable Laws.
Covenants of the Trustee. The Trustee shall give prompt written notice to the Disbursement Agent upon (i) the occurrence of an Event of Default under the Indenture known to it and (ii) upon the cure or waiver of any such Event of Default known to it.
Covenants of the Trustee. 8.1 The Trustee covenants with and undertakes to BEAPFF and the Agent that it shall:
(a) following an Event of Default in relation to the Participant:
(i) take such action as is required to preserve, exercise and enforce any of the Participant’s rights under or pursuant to the Trust Assets;
(ii) take such action in relation to the Trust Assets and the performance of its duties under this Declaration of Trust as the Agent may consider necessary for the preservation, protection or enforcement of the rights of BEAPFF hereunder;
(iii) take such action as is required to redirect any payments made by a Borrower in respect of any Eligible Loan forming part of the Trust Assets to an account of BEAPFF (as notified by the Agent to the Trustee) or as the Agent may direct (including notifying Borrowers to make payments to such account);
(iv) take all such action as is necessary to preserve, exercise and enforce any of its and BEAPFF’s rights and perform and observe its obligations under and pursuant to this Declaration of Trust and the other Loan Transaction Documents pursuant to which it or BEAPFF derives a benefit;
(v) if so instructed by the Agent, transfer the legal interest in all or any Transferable Trust Assets absolutely to BEAPFF or as the Agent may direct; and
(vi) if so instructed by the Agent, seek consents under, modifications to or waivers of the terms of any Trust Asset.
(b) perform its obligations in respect of the Asset Trust under and pursuant to this Declaration of Trust and the other Documentation; and
(c) take all such reasonable action as is necessary to preserve, exercise and enforce any of its and BEAPFF’s rights pursuant to this Declaration of Trust and the other Documentation and any documentation in connection with each Loan and its Related Security pursuant to which it or BEAPFF derives a benefit.
8.2 The Trustee covenants with and undertakes to BEAPFF and the Agent that it shall not:
(a) cause, allow or permit payments to be made in respect of the Trust Assets other than in accordance with the Documentation and any documentation in connection with each Loan and its Related Security;
(b) other than in the ordinary course of its business acting as a reasonable prudent lender, take any action likely to impair the interests of BEAPFF in any of the Trust Assets now existing or hereafter created;
(c) other than in the ordinary course of its business acting as a reasonable prudent lender, take any action likely to impair the value of any Trust As...
Covenants of the Trustee. 4 5.01. Covenants ........................................................... 4 5.02.
Covenants of the Trustee. The Trustee, by its acceptance hereof, covenants faithfully to perform and fulfill the trusts herein created, and hereby waives any statutory fee and agrees not to require any compensation for any services rendered by it in accordance with the Amended and Restated Deed of Trust — ______ County, NC terms hereof. The Trustee may consult with counsel upon any matters arising hereunder and shall be fully protected in relying as to the legal matters or on the advice of counsel. The Trustee shall not incur any personal liability hereunder except for his gross negligence or willful misconduct, and the Trustee may rely on any instrument, document, or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine.
Covenants of the Trustee. The Trustee covenants to the City as follows:
(a) The Trustee will comply with the provisions of this Tax Agreement that apply to it as Trustee and any written letter or Opinion of Special Tax Counsel, specifically referencing the Certificates and received by the Trustee, that sets forth any action necessary to comply with any statute, regulation or ruling that may apply to it as Trustee and relating to reporting requirements or other requirements necessary to maintain the exclusion of the Interest Portion of the Basic Rent Payments from gross income for federal income tax purposes; provided that any such reporting requirements or actions relate to records that the Trustee has or is required to have or responsibilities of the Trustee contained herein or in the Declaration.
(b) The Trustee, upon receipt of a written request from the City, may from time to time cause a firm of attorneys, consultants or independent accountants or an investment banking firm to provide the Trustee and the City with such information as it may request in order for the City to determine all matters relating to (1) the Yield on the Certificates as it relates to any data or conclusions necessary to verify that the Certificates are not “arbitrage bonds” within the meaning of Code § 148, and (2) compliance with arbitrage rebate requirements of Code § 148(f). The City will pay all reasonable costs and expenses incurred in connection with supplying the foregoing information.
