Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs. (b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof. (c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement. (d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder. (e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 13 contracts
Samples: Issuer Cash Management Agreement (Granite Mortgages 03-3 PLC), Issuer Cash Management Agreement (Granite Mortgages 04-2 PLC), Issuer Cash Management Agreement (Granite Mortgages 03-1 PLC)
Information Covenants. (a) The Current Issuer Cash Manager shall Administrator shall, within ten (10) Business Days following each Payment Date, provide the Current Issuer, the Note Mortgages Trustee, the Seller and Beneficiaries, the Rating Agencies quarterly Agencies, the Lead Manager, Bloomberg, L.P. (unless otherwise prohibited by law) and any other party as the Mortgages Trustee may direct with a report in, or substantially in, the form set out in Schedule 3 in respect of 2 hereto (or such other form reasonably requested by the Current Issuer. Such quarterly report shall be delivered to Mortgages Trustee and approved by the Current Issuer, the Note Trustee (upon its request), the Seller Beneficiaries and the Rating Agencies by Agencies) and shall assist the last Business Day Cash Manager in the production of quarterly reports substantially in the forms set out in Schedule 3 of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Administrator shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Mortgaged Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under subparagraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)a) above) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the First Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that such request does not adversely interfere with the Administrator's day to day provision of the Services under the other terms of this Agreement.
(c) The Administrator shall, PROVIDED THAT at the Note request of Funding and the Security Trustee (where the Administrator is the Seller) and at the request of the Beneficiaries (where the Administrator is no longer the Seller), furnish Funding, the Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding, the Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the First Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that Funding, the Security Trustee or the Beneficiaries (as is appropriate) shall not make such a request more than once every three months unless, in the belief of Funding, the Note TrusteeSecurity Trustee or the Beneficiaries (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event pursuant to Clause 19 herein shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 13 contracts
Samples: Administration Agreement (Granite Mortgages 03-1 PLC), Administration Agreement (Granite Mortgages 03-3 PLC), Administration Agreement (Granite Mortgages 03-3 PLC)
Information Covenants. (4.7.1. The Issuer undertakes to:
a) The Current Issuer Cash Manager shall provide without being requested to do so, inform the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Bond Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies promptly of any annual returns or financial statements referred Event of Default pursuant to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies this Bond Agreement, and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to situation which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note understands could lead to an Event of Default,
b) without being requested to do so, inform the Bond Trustee of any other event which may have a material effect on the Issuer’s ability to fulfil its obligations pursuant to this Bond Agreement,
c) without being requested to do so, inform the Bond Trustee if the Issuer intends to sell or dispose of all or a substantial part of its assets or operations or change the nature of its business,
d) upon request, provide the Bond Trustee with its annual and interim reports and any other information reasonably required by the Bond Trustee,
e) upon request report to the Bond Trustee the balance of Issuer’s Bonds,
f) without being requested to do so, provide a copy to the Bond Trustee of any notice to its creditors to be made according to applicable laws and regulations,
g) without being requested to do so, send a copy to the Bond Trustee of notices to the Exchange which have relevance to the Issuer’s liabilities pursuant to this Bond Agreement, h) without being requested to do so, inform the Bond Trustee of changes in the registration of the Bonds in the Securities Register,
i) without being requested to do so, annually in connection with the release of its annual report, or a Current upon request, confirm to the Bond Trustee compliance with any covenants set forth in this Bond Agreement, and j) without being requested to do so, immediately inform the Bond Trustee if Change of Control has occurred. The supply of information according to the Bond Agreement is valid only if the information does not violate any contract which the Issuer Intercompany Loan has entered into with an exchange or other market place and if such information does not in any way violate for the Issuer applicable law or authority regulations, however this will not prevent the Issuer to discuss confidential matters with the Bond Trustee (after entering into the necessary non-disclosure agreements or insiders statement, if applicable), and will not apply when an Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementhas occurred.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 6 contracts
Samples: Bond Agreement, Bond Agreement, Bond Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee, the Seller and the Rating Agencies Agencies:
(i) quarterly with a report in, or substantially in, the form set out in Schedule 3 3A hereto in respect of the Current IssuerMortgages Trustee; and
(ii) quarterly with a report in, or substantially in, the form set out in Schedule 3B hereto in respect of Funding. Such quarterly report reports shall be delivered to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request) and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 herein (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Security Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or and (ii) above, the Current Issuer Cash Manager shall give details to Funding, the Current Issuer Mortgages Trustee and the Note Security Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Security Trustee, furnish the Note Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Security Trustee may request in connection with this Agreement, PROVIDED THAT the Note Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 herein (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of by the Note Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 6 contracts
Samples: Cash Management Agreement (Granite Mortgages 03-2 PLC), Cash Management Agreement (Granite Mortgages 03-2 PLC), Cash Management Agreement (Granite Mortgages 03-3 PLC)
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursInvestor Reports.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and notify the Rating Agencies copies in writing of the details of any annual returns proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a report provided under paragraph (a)) and, such other information relating to its mortgage business and financial statements referred condition as the Rating Agencies may reasonably request in connection with the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer’s day to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after day provision of the preparation thereofServices under the other terms of this Agreement. For greater certainty, any failure by the Servicer to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
(c) The Current Issuer Servicer shall make available upon request to the Guarantor (or the Cash Manager shall notify on its behalf) and the Bond Trustee monthly a report stored upon electronic media including, but not limited to, a CD-ROM in a form acceptable to the Guarantor containing information regarding the Portfolio Assets comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower’s name and the postal code of the relevant Property and the funding date of the relevant Mortgage.
(d) The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor and the Bond Trustee, furnish the Guarantor, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Note Programme, provided that the Guarantor or the Bond Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)appropriate) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 4 contracts
Samples: Mortgage Sale Agreement, Mortgage Sale Agreement, Servicing Agreement
Information Covenants. (a) The Current Master Issuer Cash Manager shall provide the Current Master Issuer, the Note Master Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, the form set out in Schedule 3 in respect of the Current Master Issuer. Such Each such quarterly report shall be delivered to the Current Master Issuer, the Note Trustee (upon its request)Master Issuer Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each the relevant Interest Payment Date occurs.
(b) The Current Master Issuer Cash Manager shall provide, or procure the provision of, to the Current Master Issuer, the Note Master Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 7.4 as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Master Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Master Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Master Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Master Issuer Cash Manager's day-to-day provision of the Master Issuer Cash Management Services under the other terms of this Agreement.
(d) The Master Issuer Cash Manager shall, at the request of the Master Issuer Security Trustee, furnish the Master Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Master Issuer Security Trustee to request in connection with this Agreement PROVIDED THAT the Master Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Master Issuer Security Trustee, a Current Issuer Master Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Master Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)11.1) shall have occurred and is continuing or may reasonably be expected to occur, occur and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Master Issuer Cash Manager's day-to-day provision of the Current Master Issuer Cash Management Services under the other terms of this Agreement.
Appears in 4 contracts
Samples: Master Issuer Cash Management Agreement, Master Issuer Cash Management Agreement, Master Issuer Cash Management Agreement
Information Covenants. (a) The Current Issuer With the assistance of the Servicer, the Cash Manager shall provide the Current Issuer, the Note Security Trustee, the Seller and the Rating Agencies quarterly with a report in, or monthly Investor Report in respect of the Issuer and substantially in, in the form set out in Schedule 3 (Form of Monthly Report), or in respect of such other form reasonably acceptable to the Current Issuerrecipients thereof. Such quarterly Each such monthly report shall be delivered to the Current Issuer, the Note Trustee (upon its request)Security Trustee, the Seller and the Rating Agencies by within ten (10) Business Days of each Monthly Pool Date and posted on the last Business Day following website: xxx.xxx.xx.xx on or around the end of each calendar month and as such the month in which each Payment Date occursInvestor Report will be available to, amongst others, the Class A Noteholders and the Interest Rate Swap Provider.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 8.3 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Security Trustee in writing as soon as reasonably practicable of the details of of:
(i) any material amendment to the Transaction Documents to which the Current Issuer it is a party and of which it is or becomes aware, party; and
(ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request and the Security Trustee may request and which the Cash Manager can reasonably obtain in connection with its obligations under this Agreement, PROVIDED THAT provided that the Note Security Trustee shall not make such a request more than once every three months unlessunless the Security Trustee, in acting on the belief instructions of the Note TrusteeTrustee (the Note Trustee acting in the interests of the Noteholders), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note considers it reasonable to do so or an Event of Default or a Current Issuer Cash Manager Termination Event shall have has occurred and is continuing or may reasonably be expected to occurcontinuing, and PROVIDED FURTHER THAT any provided further that such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 4 contracts
Samples: Cash Management Agreement, Cash Management Agreement, Cash Management Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding 1, the Note Security Trustee, the Seller and the Rating Agencies Agencies:
(i) quarterly with a report in, or substantially in, the form set out in Part 1 of Schedule 3 in respect of the Current Issuer. Such Mortgages Trustee; and
(ii) quarterly with a report shall be delivered to the Current Issuerin, or substantially in, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day form set out in Part 2 of the month Schedule 3 in which each Payment Date occursrespect of Funding 1.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding 1, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 9.4 as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 13.1) shall have occurred and is continuing or may reasonably be expected to occur, a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have accrued and is continuing PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-’s day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Security Trustee, furnish the Note Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Security Trustee may to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-’s day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 3 contracts
Samples: Cash Management Agreement (Permanent Mortgages Trustee LTD), Cash Management Agreement (Permanent Mortgages Trustee LTD), Cash Management Agreement (Permanent Mortgages Trustee LTD)
Information Covenants. (a) The Current Issuer Cash Manager shall Servicer shall, within ten (10) Business Days following each Monthly Payment Date, provide the Current Issuer, the Note Mortgages Trustee, the Seller and Beneficiaries, the Rating Agencies quarterly Agencies, the Lead Manager, Bloomberg L.P. (unless otherwise prohibited by law) and any other party as the Mortgages Trustee may direct with a monthly report in, or substantially in, the form set out in Schedule 3 in respect 2 (Form of Investors' Monthly Report) hereto (or such other form reasonably requested by the Current Issuer. Such quarterly report shall be delivered to Mortgages Trustee and approved by the Current Issuer, the Note Trustee (upon its request), the Seller Beneficiaries and the Rating Agencies by Agencies) and shall assist the last Business Day Cash Manager in the production of reports substantially in the forms set out in Schedule 3 of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Mortgaged Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under subparagraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)a) above) and (iii) any other information relating to its mortgage business and financial condition or the Current Issuer Cash Manager Mortgage Portfolio as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes of any Issuer and other matters contemplated by the Transaction, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of Funding and the Security Trustee or Funding 2 and the Funding 2 Security Trustee (where the Servicer is the Seller) and at the request of any of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding and the Security Trustee and/or Funding 2 and the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding and the Security Trustee and/or Funding 2 and the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Notes of any Issuer and other matters contemplated by the Transaction, provided that Funding and the Security Trustee or Funding 2 and the Funding 2 Security Trustee or the Beneficiaries (as is appropriate) shall not make such a request more than once every three months unless, in the belief of Funding and the Note TrusteeSecurity Trustee or Funding 2 and the Funding 2 Security Trustee or the Beneficiaries (as is appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event pursuant to Clause 19 (Termination) herein shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 3 contracts
Samples: Administration Agreement (Granite Finance Trustees LTD), Administration Agreement (Granite Finance Trustees LTD), Administration Agreement (Granite Finance Funding 2 LTD)
Information Covenants. (a) The Current Master Issuer Cash Manager shall provide the Current Master Issuer, the Note Master Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, in the form set out in Schedule 3 3, or in such other form reasonably acceptable to the recipients thereof, in respect of the Current Master Issuer. Such Each such quarterly report shall be delivered to the Current Master Issuer, the Note Trustee (upon its request)Master Issuer Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Interest Payment Date occurs.
(b) The Current Master Issuer Cash Manager shall provide, or procure the provision of, to the Current Master Issuer, the Note Master Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 7.4 as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Master Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Master Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Master Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Master Issuer Cash Manager's day-to-day provision of the Master Issuer Cash Management Services under the other terms of this Agreement.
(d) The Master Issuer Cash Manager shall, at the request of the Master Issuer Security Trustee, furnish the Master Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Master Issuer Security Trustee to request in connection with this Agreement PROVIDED THAT the Master Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Master Issuer Security Trustee, a Current Issuer Master Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Master Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)11.1) shall have occurred and is continuing or may reasonably be expected to occur, occur and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Master Issuer Cash Manager's day-to-day provision of the Current Master Issuer Cash Management Services under the other terms of this Agreement.
Appears in 3 contracts
Samples: Master Issuer Cash Management Agreement (Permanent Funding (No. 2) LTD), Master Issuer Cash Management Agreement (Permanent Funding (No. 2) LTD), Master Issuer Cash Management Agreement (Permanent Funding (No. 2) LTD)
Information Covenants. (a) The Current Issuer Cash Manager Servicer shall provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries, each Manager (as set out in each Issuer Master Definitions and Construction Schedule) (if requested by such Manager to do so) and the Rating Agencies quarterly with a report in, or substantially in, the form set out in SCHEDULE 2 and shall assist the Cash Manager in the production of quarterly reports substantially in the forms set out in Schedule 3 in respect of the Current IssuerCash Management Agreement. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsa)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer’s day to day provision of the Services under the other terms of this Agreement.
(b) The Servicer shall, PROVIDED THAT at the Note request of Funding 1 and the Security Trustee (where the Servicer is the Seller) and at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding 1, the Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding 1, the Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that Funding 1, the Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding 1, the Note TrusteeSecurity Trustee or the Beneficiaries (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(dc) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details make available to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect beneficial owners of the Current Issuer Cash Manager if it could Notes, who have provided beneficial ownership certification as described herein, on a potential material adverse effect on monthly basis a report containing information about the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, loans in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementMortgages Trust.
Appears in 3 contracts
Samples: Servicing Agreement (Permanent Mortgages Trustee LTD), Servicing Agreement (Permanent Mortgages Trustee LTD), Servicing Agreement (Permanent Mortgages Trustee LTD)
Information Covenants. (a) The Current Issuer With the assistance of the Servicer, the Cash Manager shall prepare and provide the Current IssuerBank, the Note TrusteeGuarantor LP, the Seller Bond Trustee and the Rating Agencies quarterly with a report in, or substantially inthe Investor Report as prescribed by the Guide and as otherwise agreed by the Cash Manager, the form set out in Schedule 3 in respect Guarantor LP and the Bond Trustee, at least two Business Days prior to each Guarantor LP Payment Date. Each of the Current Issuer. Such quarterly report parties hereto acknowledges and confirms that, as required by the Guide, the Investor Reports shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies prepared by the last Business Day Cash Manager for and on behalf of the month in which each Payment Date occursBank prior to an Issuer Event of Default and for and on behalf of the Guarantor LP following an Issuer Event of Default.
(b) The Current Issuer Cash Manager shall provide, or procure the provision ofcause to be provided, to the Current Issuer, the Note Trustee Guarantor LP and the Rating Agencies Bond Trustee copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) Section 9.3 hereof as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall (i) notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to any of the Transaction Documents to Documents, of which the Current Issuer is a party Cash Manager has notice, and of which it is or becomes aware, (ii) provide the occurrence of a Current Issuer Note Event of DefaultRating Agencies and/or the Bond Trustee, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) applicable, any other information relating to the Current Issuer Cash Manager, solely in its capacity as Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT as the Note Rating Agencies and/or the Bond Trustee may reasonably request provided that the Bond Trustee shall not make such a request more than once every three months unless, in the reasonable belief of the Note Bond Trustee, a Current an Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Guarantor LP Event of Default or a Cash Manager Termination Event shall have (as defined in Section 14.1 hereof) has occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any provided further that such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware Upon the reasonable request of any event described in paragraph (c)(i) or (ii) aboveCMHC to the Cash Manager, the Current Issuer Cash Manager shall give details make available to CMHC during business hours all accounts and records relating to the Current Programme, if required by CMHC to verify that the Issuer, Guarantor LP and/or the Programme are in compliance with any requirement of the Guide and Part I.1 of the National Housing Act (Canada). Upon receipt of any such request, the Cash Manager shall promptly notify the Issuer and the Note Trustee Guarantor LP in writing of the receipt thereof and unless otherwise prohibited shall provide details of the nature of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereundersuch request.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 3 contracts
Samples: Cash Management Agreement (RBC Covered Bond Guarantor Limited Partnership), Cash Management Agreement, Cash Management Agreement (RBC Covered Bond Guarantor Limited Partnership)
Information Covenants. 13.2.1 The Issuer shall:
(a) The Current Issuer Cash Manager shall provide without being requested to do so, immediately notify the Current Issuer, the Note Trustee, the Seller Bond Trustee of any Default (and the Rating Agencies quarterly with a report insteps, or substantially inif any, the form set out in Schedule 3 in respect being taken to remedy it) promptly upon becoming aware of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.occurrence;
(b) The Current Issuer Cash Manager shall providewithout being requested to do so, inform the Bond Trustee of any other event which may have a Material Adverse Effect promptly upon becoming aware of its occurrence;
(c) without being requested to do so, inform the Bond Trustee if any Group Company intends to sell or dispose of all or a substantial part of its assets or operations, or procure change the provision ofnature of its business;
(d) without being requested to do so, to produce Financial Statements and Interim Accounts and make them available on its website in the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 English language (Statutory Obligationsalternatively by arranging for publication on Stamdata) as soon as reasonably practicable they become available, and not later than 120 days after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing end of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given financial year in respect of its Financial Statements and 60 days after the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability end of the Current Issuer Cash Manager to perform relevant quarter in respect of its obligations hereunder.Quarterly Financial Statements (each a "Reporting Date");
(e) The Current Issuer Cash Manager shall, at the request of the Note Bond Trustee, furnish report the Note balance of the Issuer’s Bonds;
(f) without being requested to do so, send the Bond Trustee copies of any statutory notifications of any Group Company, including but not limited to mergers, de-mergers and reduction of any such Group Company's share capital or equity;
(g) if the Rating Agencies with Bonds are listed on an Exchange, without being requested to do so, send a copy to the Bond Trustee of its notices to the Exchange;
(h) if the Issuer and/or the Bonds are rated by a public rating agency, without being requested to do so, inform the Bond Trustee of its and/or the rating of the Bond Issue, and any changes to such other rating;
(i) without being requested to do so, inform the Bond Trustee of changes in the registration of the Bonds in the Securities Depository; and
(j) within a reasonable time, provide such information relating to its business about the Issuer’s business, assets and financial condition as the Note Bond Trustee may request reasonably request.
13.2.2 On each Reporting Date, the Issuer shall confirm to the Bond Trustee in connection writing its compliance with this Agreementthe covenants in paragraph (d) of Clause 13.5 (Preservation of equity and financial covenants). Such confirmation shall be undertaken in a compliance certificate, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, substantially in the belief format set out in Attachment 1 hereto (a “Compliance Certificate”), signed by the Chief Executive Officer or Chief Financial Officer of the Note TrusteeIssuer. In the event of non-compliance, a Current the Compliance Certificate shall describe the non-compliance, the reasons therefore as well as the steps which the Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined has taken and will take in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected order to occur, and PROVIDED FURTHER THAT any such request of rectify the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's daynon-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementcompliance.
Appears in 3 contracts
Samples: Bond Agreement, Bond Agreement, Bond Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a report inquarterly report, or substantially in, in the form set out in Schedule 3 3, or in such other form reasonably acceptable to the recipients thereof, in respect of the Current Issuer. Such Each such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request)Issuer Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursmonths of January, April, July and October.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 7.4 as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Issuer Cash Manager's day-to-day provision of the Issuer Cash Management Services under the other terms of this Agreement.
(d) The Issuer Cash Manager shall, at the request of the Issuer Security Trustee, furnish the Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Issuer Security Trustee to request in connection with this Agreement PROVIDED THAT the Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)11.1) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 3 contracts
Samples: Issuer Cash Management Agreement, Issuer Cash Management Agreement, Issuer Cash Management Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall shall:
(a) provide the Current IssuerMortgages Trustee, the Note Trusteeeach Funding Beneficiary, each Funding Security Trustee (upon its request), the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 3A hereto in respect of the Current Issuer. Such quarterly report shall be delivered to Mortgages Trustee;
(b) provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request), the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3B hereto in respect of Funding; and
(c) provide the Mortgages Trustee, Funding 2, the Funding 2 Security Trustee (upon its request), the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3C hereto in respect of Funding 2; and Such reports shall be delivered to the Mortgages Trustee, the applicable Funding Beneficiary, the applicable Funding Security Trustee, the Seller and the Rating Agencies (in the case of the Mortgages Trustee and Funding) by the last Business Day of the month in which each Payment Date occursoccurs and (in the case of Funding 2) by the last Business Day of each month.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note each Funding Security Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note and/or each Funding Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT any such request by any Funding Security Trustee does not adversely interfere with the Note Cash Manager's day-to-day provision of the Cash Management Services under the other terms of this Agreement.
(c) After becoming aware of any event described in paragraph (b)(i) and (ii) above, the Cash Manager shall give details to the Mortgages Trustee, each Funding Beneficiary and each Funding Security Trustee of any pending legal action and any judgments given in respect of the Cash Manager if it could have a potential material adverse effect on the ability of the Cash Manager to perform its obligations hereunder.
(d) The Cash Manager shall, at the request of the Funding Security Trustees, furnish each Funding Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Funding Security Trustees may request in connection with this Agreement, PROVIDED THAT the Funding Security Trustees shall not make such a request more than once every three months unless, in the belief of the Note TrusteeFunding Security Trustees, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 herein (Cash Manager Termination Events)) shall have occurred and is continuing or a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee Funding Security Trustees does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 3 contracts
Samples: Cash Management Agreement (Granite Finance Funding 2 LTD), Cash Management Agreement (Granite Finance Funding 2 LTD), Cash Management Agreement (Granite Finance Trustees LTD)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies a quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered Funding 1 to the Current any Funding 1 Issuer, Funding 1, the Note Trustee (upon its request)Funding 1 Security Trustee, the Seller and the Rating Agencies by and a quarterly report in, or substantially in the last Business Day form set out in Schedule 4 in respect of Funding 2 to the month in which each Payment Date occursMaster Issuer, Funding 2, the Funding 2 Security Trustee, the Seller and the Rating Agencies.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding 1, Funding 2, the Note Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 9.4 as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note an Intercompany Loan Event of Default, or a Current Issuer Master Intercompany Loan Event of Default, Potential Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Master Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and and/or the Note Funding 1 Security Trustee and/or the Funding 2 Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT neither the Note Funding 1 Security Trustee nor the Funding 2 Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Funding 1 Security Trustee and/or the Funding 2 Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Master Intercompany Loan Event of Default (respectively) and/or a Note Event of Default in respect of any Funding 1 Issuer or the Master Issuer (respectively) or Cash Manager Termination Event (as defined in Clause 13.1) shall have occurred and is continuing or may reasonably be expected to occur, a Potential Intercompany Loan Event of Default or Potential Master Intercompany Loan Event of Default (respectively) and/or a Potential Note Event of Default in respect of any Funding 1 Issuer or the Master Issuer (respectively) shall have occurred and is continuing PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Funding 1 Security Trustee or the Funding 2 Security Trustee, furnish the Note Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Funding 1 Security Trustee may and/or the Funding 2 Security Trustee to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 3 contracts
Samples: Cash Management Agreement (Permanent Funding (No. 2) LTD), Cash Management Agreement (Permanent Funding (No. 2) LTD), Cash Management Agreement (Permanent Funding (No. 2) LTD)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee, the Seller and the Rating Agencies Agencies:
(i) quarterly with a report in, or substantially in, the form set out in Schedule 3 3A hereto in respect of the Current IssuerMortgages Trustee; and
(ii) quarterly with a report in, or substantially in, the form set out in Schedule 3B hereto in respect of Funding. Such quarterly report reports shall be delivered to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request) and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 herein (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Security Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or and (ii) above, the Current Issuer Cash Manager shall give details to Funding, the Current Issuer Mortgages Trustee and the Note Security Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Security Trustee, furnish the Note Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Security Trustee may request in connection with this Agreement, PROVIDED THAT the Note Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 herein (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of by the Note Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 3 contracts
Samples: Cash Management Agreement (Granite Mortgages 03-2 PLC), Cash Management Agreement (Granite Mortgages 02-1 PLC), Cash Management Agreement (Granite Mortgages 03-1 PLC)
Information Covenants. 13.2.1 The Issuer shall
(a) The Current without being requested to do so, immediately inform the Bond Trustee of any Default or Event of Default as well as of any circumstances which the Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect understands would reasonably be expected to lead to an Event of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.Default;
(b) The Current Issuer Cash Manager shall providewithout being requested to do so, or procure inform the provision of, to the Current Issuer, the Note Bond Trustee and the Rating Agencies copies of any annual returns or financial statements referred other event which could reasonably be expected to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.have a Material Adverse Effect;
(c) The Current without being requested to do so, inform the Bond Trustee if the Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing intends to sell or dispose of the details all or a substantial part of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is its assets or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Defaultoperations, or a Current Issuer Intercompany Loan Event change the nature of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.business;
(d) After becoming aware without being requested to do so, produce Financial Statements annually and Quarterly Financial Reports quarterly and make them available on its website in the English language as soon as they become available, and not later than 120 days after the end of the financial year and 60 days after the end of the relevant quarter, in each case subject to any event described in paragraph (c)(i) exemption, waiver or (ii) above, extension granted by the Current Issuer Cash Manager shall give details Exchange or as permitted by any amendment to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.Exchange listing rules;
(e) The Current Issuer Cash Manager shall, at the request of the Note Bond Trustee, furnish report the Note balance of the Issuer’s Bonds;
(f) without being requested to do so, send a copy to the Bond Trustee and of its notices to the Rating Agencies with Exchange (if listed) which are of relevance for the Issuer’s liabilities pursuant to this Bond Agreement;
(g) without being requested to do so, inform the Bond Trustee of changes in the registration of the Bonds in the Securities Register; and
(h) within a reasonable time, provide such other information relating to its business and about the Issuer’s financial condition as the Note Bond Trustee may reasonably request.
13.2.2 The Issuer shall at the request of the Bond Trustee provide the documents and information necessary to maintain the listing and quotation of the Bonds on the Exchange (if listed) and to otherwise enable the Bond Trustee to carry out its rights and duties pursuant to this Bond Agreement and the other Finance Documents, as well as applicable laws and regulations.
13.2.3 The Issuer shall in connection with this Agreementthe issue of its Financial Statements and Quarterly Reports under Clause 13.2.1. (d), PROVIDED THAT confirm to the Note Bond Trustee in writing the Issuer’s compliance with the covenants in Clause 13. Such confirmation shall not make such be undertaken in a request more than once every three months unlesscompliance certificate, substantially in the belief format set out in Attachment 1 hereto, signed by the Chief Executive Officer or Chief Financial Officer of the Note TrusteeIssuer. In the event of non-compliance, a Current the compliance certificate shall describe the non-compliance, the reasons therefore as well as the steps which the Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined has taken and will take in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected order to occur, and PROVIDED FURTHER THAT any such request of rectify the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's daynon-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementcompliance.
Appears in 3 contracts
Samples: Bond Agreement (Teekay Offshore Partners L.P.), Bond Agreement (Teekay Offshore Partners L.P.), Bond Agreement (Teekay Offshore Partners L.P.)
Information Covenants. (a) The Current Issuer Servicer shall, on or prior to each Monthly Pool Date, provide the Cash Manager shall provide and Issuer with the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursServicer Report.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer it is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of the Security Trustee and at the request of the Seller, furnish the Security Trustee and/or the Seller (as appropriate) with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee and/or the Seller (as appropriate) to request in connection with the matters contemplated by the Transaction Documents, provided that the Security Trustee and/or the Seller (as appropriate) shall not make such a request more than once every three months unless, in the belief opinion of the Note Security Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note an Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT occur in which event the Security Trustee may request such information at any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementtime.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details provide to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as an updated pool cut outlining the Note Trustee may request in connection with this Agreement, PROVIDED THAT details of the Note Trustee shall not make such a request more than once every three months unless, Loans in the belief Portfolio on the day falling five (5) Business Days after the Monthly Test Date falling in December of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined each year starting in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement2017.
Appears in 3 contracts
Samples: Servicing Agreement, Servicing Agreement, Servicing Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, in the form set out in Schedule 3 3, or in such other form reasonably acceptable to the recipients thereof, in respect of the Current Issuer. Such Each such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request)Issuer Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursmonths of March, June, September and December.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 7.4 as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Issuer Cash Manager's day-to-day provision of the Issuer Cash Management Services under the other terms of this Agreement.
(d) The Issuer Cash Manager shall, at the request of the Issuer Security Trustee, furnish the Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Issuer Security Trustee to request in connection with this Agreement PROVIDED THAT the Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)11.1) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 3 contracts
Samples: Issuer Cash Management Agreement, Issuer Cash Management Agreement, Issuer Cash Management Agreement
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies preparation of quarterly with a report in, or reports substantially in, in the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered (Quarterly Reports) to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in report provided under Clause 12.1 (Current Issuer Cash Manager Termination Events12.4(a)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of any Rated Notes then outstanding or any rated debt instruments of a Funding Company (if applicable) then outstanding, PROVIDED THAT such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall provide the Mortgages Trustee, the Beneficiaries, the Funding Security Trustees (if requested) and the beneficial owners of the Notes and any debt instruments of each Funding Company, who have provided beneficial ownership certification (in the form set out in Schedule 2) monthly with a report stored upon electronic media including, but not limited to, a CD-ROM, in a form acceptable to the Mortgages Trustee, the Beneficiaries and the Funding Security Trustees (each acting reasonably) containing information regarding the Loans then comprised in the Portfolio including, but not limited to, details of the relevant account number, the relevant property address, the title number, the postcode of the relevant Property and the completion date of the relevant Mortgage, any information and in such form required to comply with Article 7(1)(a) and 7(1)(e) of the UK Securitisation Regulation and any information regarding the risk retained by the Seller and which of the modalities provided for in Article 6(3) of the UK Securitisation Regulation is being applied.
(d) Subject to any applicable law or contrary instruction from the Beneficiaries, the Servicer shall furnish to each beneficial owner of any Notes (in respect of any Series of Notes for which the Seller has given an EU Securitisation Regulation Undertaking and (i) for so long as each such Class of such Series of Notes is outstanding or (ii) until such time when a competent EU authority has confirmed (in the form of enacted (or otherwise binding) legislation, regulation or policy statement) that the satisfaction of the UK Transparency Requirements will also satisfy the EU Transparency Requirements due to the application of an equivalency regime or similar analogous concept), the following reports:
(i) a quarterly investor report (in the form prescribed as at the relevant New Closing Date of such Series of Notes under the EU Securitisation Regulation or, to the extent the form prescribed pursuant to the EU Securitisation Regulation is amended after the relevant New Closing Date of such Series of Notes, as otherwise adopted by the Seller from time to time) on each Interest Payment Date or shortly thereafter (and at the latest one month after the relevant Interest Payment Date) in accordance with Article 7(1)(e) of the EU Securitisation Regulation as such regulation is in force at the relevant New Closing Date of such Series of Notes;
(ii) certain loan-by-loan information in relation to the Portfolio as required by and in accordance with Article 7(1)(a) of the EU Securitisation Regulation as such regulation is in force as at the relevant New Closing Date of such Series of Notes (in the form prescribed as at the relevant New Closing Date of such Series of Notes under the EU Securitisation Regulation or, to the extent the form prescribed pursuant to the EU Securitisation Regulation is amended after the relevant New Closing Date of such Series of Notes, as otherwise adopted by the Seller from time to time) on a quarterly basis (at the latest one month after the relevant Interest Payment Date and simultaneously with the investor report provided pursuant to paragraph (d)i) above; and
(iii) any information required to be reported pursuant to Articles 7(1)(f) or 7(1)(g) (as applicable) of the EU Securitisation Regulation (as such regulation is in force as at the relevant New Closing Date of such Series of Notes) without delay.
(e) The Servicer shall, at the request of the Beneficiaries and the Funding Security Trustees, furnish the Beneficiaries, the Funding Security Trustees and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Beneficiaries and the Funding Security Trustees (as appropriate) to request in connection with the ratings of any Rated Notes or any rated debt instruments of a Funding Company (if applicable) then outstanding, PROVIDED THAT the Note Mortgages Trustee or the Funding Security Trustees (as appropriate) shall not make such a request more than once every three months unless, in the belief of the Note TrusteeBeneficiaries or the Funding Security Trustees (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager default under the terms of the debt instruments of each Further Funding Company or a Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(df) After becoming aware The Servicer agrees to co-operate fully and to do all such further acts and things as may be necessary or desirable, and to provide all information in its possession necessary for any reporting obligation to enable the Issuer, Funding 1 and the Mortgages Trustee to comply with their obligations to assist the Seller (as originator) to comply with (i) the requirements of any event described in paragraph (c)(i) or Article 7 of the UK Securitisation Regulation and (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect obligations of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability Seller pursuant to clause 4.8 (EU Securitisation Regulation) of the Current Issuer Cash Manager to perform its obligations hereunderFunding 1 Deed of Charge.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 2 contracts
Samples: Servicing Agreement, Servicing Agreement
Information Covenants. (a) The Current Ninth Issuer Cash Manager shall provide the Current Ninth Issuer, the Note Ninth Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, the form set out in Schedule 3 in respect of the Current Ninth Issuer. Such quarterly report shall be delivered to the Current Ninth Issuer, the Note Trustee (upon its request)Ninth Issuer Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each the relevant Interest Payment Date occurs.
(b) The Current Ninth Issuer Cash Manager shall provide, or procure the provision of, to the Current Ninth Issuer, the Note Ninth Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Ninth Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Ninth Issuer Transaction Documents to which the Current Ninth Issuer is a party and of which it is or becomes aware, party; (ii) the occurrence of a Current Ninth Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) ; and (iii) any other information relating to the Current Ninth Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Ninth Issuer Cash Manager's day-to-day provision of the Ninth Issuer Cash Management Services under the other terms of this Agreement.
(d) The Ninth Issuer Cash Manager shall, at the request of the Ninth Issuer Security Trustee, furnish the Ninth Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Ninth Issuer Security Trustee to request in connection with this Agreement, PROVIDED THAT the Ninth Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Ninth Issuer Security Trustee, a Current Ninth Issuer Intercompany Loan Event of Default, a Current Ninth Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Ninth Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)12.1) shall have occurred and is continuing or may reasonably be expected to occur, occur and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Ninth Issuer Cash Manager's day-to-day provision of the Current Ninth Issuer Cash Management Services under the other terms of this Agreement.
Appears in 2 contracts
Samples: Cash Management Agreement (HOLMES FINANCING (No. 9) PLC), Ninth Issuer Cash Management Agreement (HOLMES FINANCING (No. 9) PLC)
Information Covenants. (a) The Current Issuer Cash Manager shall Servicer shall, within ten (10) Business Days following each Distribution Date, provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries, each Manager and/or Dealer (if requested by such Manager or Dealer to do so) and the Rating Agencies quarterly (on the terms agreed with each of the Rating Agencies), monthly with a report in, or substantially in, the form set out in Schedule 2 and shall assist the Cash Manager in the production of quarterly reports substantially in the forms set out in Schedule 3 in respect and Schedule 4 of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsa)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee (where the Servicer is the Seller) or at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding 1, Funding 2, the Note Funding 1 Security Trustee, a Current Issuer the Funding 2 Security Trustee or the Beneficiaries (as appropriate) an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Master Intercompany Loan Event of Default (as appropriate) or a Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details make available to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect beneficial owners of the Current Issuer Cash Manager if it could Notes, who have provided beneficial ownership certification as described herein, on a potential material adverse effect on monthly basis a report containing information about the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, Loans in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementMortgages Trust.
Appears in 2 contracts
Samples: Servicing Agreement (Permanent Funding (No. 2) LTD), Servicing Agreement (Permanent Funding (No. 2) LTD)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee, the Seller and the Rating Agencies Agencies:
(i) quarterly with a report in, or substantially in, the form set out in Schedule 3 3A hereto in respect of the Current IssuerMortgages Trustee; and
(ii) quarterly with a report in, or substantially in, the form set out in Schedule 3B hereto in respect of Funding. Such quarterly report reports shall be delivered to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request) and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 herein (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Security Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or and (ii) above, the Current Issuer Cash Manager shall give details to Funding, the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Mortgages Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 2 contracts
Samples: Cash Management Agreement (Granite Mortgages 02-1 PLC), Cash Management Agreement (Granite Mortgages 03-3 PLC)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with reports as follows:
(i) a report in, or substantially in, the form set out in Part 1 of Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered Mortgages Trustee to the Current IssuerMortgages Trustee, the Note Trustee Funding Companies, (upon its request), if requested) the Seller Funding Security Trustee(s) and the Rating Agencies by Agencies; and
(ii) a report in, or substantially in, the last Business Day form set out in Part 2 of Schedule 3 in respect of Funding 1 to the month in which each Payment Date occursMortgages Trustee, Funding 1, the Issuer, (if requested) the Funding Security Trustee(s) and the Rating Agencies.
(b) The Current Issuer Cash Manager shall provide, or procure the provision ofprovision, to the Current IssuerMortgages Trustee, the Note Trustee Funding Companies, (if requested) the Funding Security Trustees and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (of Default, so far as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and it is aware of such default, (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and and/or the Note Trustee Funding Security Trustees may reasonably request in connection with its the obligations of the Cash Manager under this Agreement, PROVIDED THAT the Note Trustee Funding Security Trustees shall not make such a request more than once every three months unless, in the belief of the Note TrusteeFunding Security Trustees, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Potential Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Potential Note Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default shall have occurred and is continuing continuing;
(d) The Cash Manager agrees to co-operate fully and to do all such further acts and things as may be necessary or may reasonably be expected to occurdesirable, and PROVIDED FURTHER THAT to provide all information in its possession necessary for any such request reporting obligation, to enable Funding 1 and the Mortgages Trustee to comply with their obligations to assist the Seller (as originator) to comply with the requirements of Article 7 of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementSecuritisation Regulation.
Appears in 2 contracts
Samples: Cash Management Agreement, Cash Management Agreement
Information Covenants. 23.1 Financial statements
(a) The Current Issuer Cash Manager shall provide Company must supply to the Current IssuerFacility Agent in sufficient copies for all the Lenders:
(i) its audited unconsolidated and audited consolidated financial statements for each financial year ending before the Final Maturity Date; and
(ii) its quarterly consolidated financial statements and its interim consolidated financial statements for the first three financial quarters of each financial year ending before the Final Maturity Date.
(b) All financial statements must be supplied as soon as they are publicly available and:
(i) in the case of the Company’s audited financial statements for a financial year, within 120 days; and
(ii) in the Note Trusteecase of the Company’s quarterly financial statements and in the case of its interim financial statements, within 90 days, of the Seller end of the relevant financial period.
23.2 Form of financial statements
(a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and the Rating Agencies quarterly with a report infair view of, or substantially in(if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered date to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursthose financial statements were drawn up.
(b) The Current Issuer Cash Manager shall provide, or procure Company must notify the provision ofFacility Agent of any material change to the basis on which its audited financial statements are prepared, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements extent they are not referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofnotes thereto.
(c) The Current Issuer Cash Manager shall notify If requested by the Rating Agencies and Facility Agent, the Note Trustee in writing of Company must supply to the details of Facility Agent:
(i) a full description of any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, change notified under paragraph (b) above; and
(ii) sufficient information to enable the occurrence Finance Parties to make a proper comparison between the financial position shown by the set of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) financial statements prepared on the changed basis and (iii) any other information relating its most recent audited financial statements delivered to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations Facility Agent under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agree on any event described amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been if the change notified under paragraph (c)(ib) or (ii) above, above had not happened. Any agreement between the Current Issuer Cash Manager shall give details to the Current Issuer Company and the Note Trustee of any pending legal action and any judgments given in respect Facility Agent will be, with the prior consent of the Current Issuer Cash Manager if it could have a potential material adverse effect Majority Lenders binding on all the ability of the Current Issuer Cash Manager to perform its obligations hereunderParties.
(e) The Current Issuer Cash Manager shall, at If no agreement is reached under paragraph (d) above on the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating required amendments to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT any necessary determination under this Agreement will be made as if the Note Trustee shall changes to the basis on which its audited financial statements are prepared had not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementoccurred.
Appears in 2 contracts
Samples: Syndicated Facilities Agreement (Bayer Aktiengesellschaft), Bridge Facilities Agreement (Bayer Aktiengesellschaft)
Information Covenants. (a) 12.4.1 The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursInvestor Reports.
(b) 12.4.2 The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of any proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its hypothecary or mortgage loan business (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and details of which it is or becomes awarechange may be included in a report provided under paragraph 12.4.1) and, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any such other information relating to the Current Issuer Cash Manager its hypothecary or mortgage loan business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement. For greater certainty, PROVIDED THAT any failure by the Note Guarantor to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
12.4.3 The Servicer shall make available upon request to the Guarantor and the Bond Trustee monthly a report stored upon electronic media including, but not limited to, a CD-ROM in a form acceptable to the Guarantor containing information regarding the Loans and their Related Security comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower's name and the postal code of the relevant Property and the funding date of the relevant Hypothecary Loan.
12.4.4 The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor and the Bond Trustee, furnish the Guarantor, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Programme, provided that the Guarantor or the Bond Trustee (as appropriate) shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 2 contracts
Samples: Subservicing Agreement, Servicing Agreement
Information Covenants. 13.2.1 The Issuer shall:
(a) The Current without being requested to do so, promptly inform the Bond Trustee in writing of any Event of Default, any event or circumstance which the Issuer Cash Manager shall provide understands or ought to understand may lead to an Event of Default and any other event which may have a Material Adverse Effect;
(b) without being requested to do so, inform the Current Bond Trustee in writing if the Issuer agrees to sell or dispose of all or a substantial part of its assets or operations, or change the nature of its business;
(c) without being requested to do so, prepare Financial Statements and make them directly available to the Bond Trustee and on its website in the English language (alternatively by arranging for publication at Stamdata) as soon as they become available, and not later than 120 days after the end of the relevant financial year;
(d) without being requested to do so, prepare Interim Accounts and make them directly available to the Bond Trustee and on its website in the English language (alternatively by arranging for publication on Stamdata) as soon as they become available, and not later than 60 days after the end of the relevant quarter;
(e) at the request of the Bond Trustee, report the balance of the Issuer’s Bonds;
(f) without being requested to do so, send the Bond Trustee copies of any statutory notifications of the Issuer, including but not limited to in connection with mergers, de-mergers and reduction of the Note TrusteeIssuer’s share capital or equity;
(g) if the Bonds are listed on an exchange, without being requested to do so, send a copy to the Seller Bond Trustee of its notices to the Exchange;
(h) if the Issuer and/or the Bonds are rated, without being requested to do so, inform the Bond Trustee of its and/or the rating of the Bond Issue, and any changes to such rating;
(i) without being requested to do so, inform the Rating Agencies quarterly Bond Trustee of changes in the registration of the Bonds in the Securities Depository; and
(j) within a reasonable time, provide such information about the Issuer’s business, assets and financial condition as the Bond Trustee may reasonably request.
13.2.2 The Issuer shall in connection with the publication of its financial reports under Clause 13.2.1(c) and (d), confirm to the Bond Trustee in writing the Issuer’s compliance with the covenants in this Clause 13, unless the Bond Trustee explicitly waives such requirement. Such confirmation shall be undertaken in a report incertificate, or substantially in, in the form set out in Schedule 3 in respect Attachment 1 hereto, signed by the Chief Executive Officer or Chief Financial Officer of the Current IssuerIssuer (a “Compliance Certificate”). Such quarterly report shall be delivered to In the Current Issuerevent of non-compliance, the Note Trustee (upon its request)Compliance Certificate shall describe the non-compliance, the Seller and reasons therefore as well as the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to steps which the Current Issuer is a party has taken and of which it is or becomes aware, (ii) will take in order to rectify the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's daynon-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementcompliance.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 2 contracts
Samples: Bond Agreement (Navigator Holdings Ltd.), Bond Agreement (Navigator Holdings Ltd.)
Information Covenants. (a) The Current Issuer With the assistance of the Servicer, the Cash Manager shall prepare and provide the Current IssuerLLP, the Note Security Trustee, the Bond Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect Monthly Asset Coverage Report within two London Business Days of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each LLP Payment Date occursDate.
(b) The Current Issuer With the assistance of the Servicer, the Cash Manager shall provide, or procure (on behalf of the provision of, LLP) provide any and all information to the Current IssuerFSA (including, without limitation, information regarding the Loans and the Related Security, the Note Trustee Substitution Assets and the Rating Agencies copies of any annual returns or financial statements referred to Authorised Investments comprised in Clause 8.4 (Statutory Obligationsthe Asset Pool) as soon as reasonably practicable after may be required to be provided by the preparation thereofLLP in accordance with the RCB Regulations and the RCB Sourcebook.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing as soon as reasonably practicable of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party Documents, and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT provided that the Note Security Trustee shall not make such a request more than once every three months unless, in the reasonable belief of the Note Security Trustee, a Current Issuer Intercompany Loan an Abbey Event of Default, a Current Issuer Note Default or Potential Abbey Event of Default or an LLP Event of Default or Potential LLP Event of Default or a Current Issuer Cash Manager Termination Event shall have (as defined in Clause 11.1 (Cash Manager Termination Events)) has occurred and is continuing or may reasonably be expected to occurcontinuing, and PROVIDED FURTHER THAT any provided further that such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Security Trustee, furnish the Note Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Security Trustee may to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any provided that such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 2 contracts
Samples: Cash Management Agreement, Cash Management Agreement
Information Covenants. 13.2.1 The Issuer shall:
(a) The Current without being requested to do so, immediately inform the Bond Trustee of any Event of Default as well as of any circumstances which the Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, understands or substantially in, the form set out in Schedule 3 in respect should understand may lead to an Event of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.Default;
(b) The Current without being requested to do so, inform the Bond Trustee of any other event which may have a Material Adverse Effect;
(c) without being requested to do so, inform the Bond Trustee if the Issuer Cash Manager shall provideintends to sell or dispose of all or a substantial part of its assets or operations, or procure change the provision ofnature of its business;
(d) without being requested to do so, to produce Financial Statements annually and Quarterly Financial Reports as of each Quarter Date and make them available on its website in the Current Issuer, English language (or alternatively by publishing them through the Note Trustee and distribution system at the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligationsrelevant Exchange) as soon as reasonably practicable they become available, and not later than 120 days after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing end of the details of (i) any material amendment to financial year and 90 days after the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.relevant Quarter Date;
(e) The Current Issuer Cash Manager shall, at the request of the Note Bond Trustee, furnish report the Note balance of the Issuer’s Bonds;
(f) without being requested to do so, send the Bond Trustee copies of any creditors’ notifications of the Issuer, including but not limited to mergers, de-mergers and reduction of the Rating Agencies with Issuer’s share capital or equity;
(g) without being requested to do so, send a copy to the Bond Trustee of its notices to the Exchange (if listed) which are of relevance for the Issuer’s liabilities pursuant to this Bond Agreement;
(h) without being requested to do so, inform the Bond Trustee of changes in the registration of the Bonds in the Securities Register; and
(i) within a reasonable time, provide such other information relating to its business and about the Issuer’s financial condition as the Note Bond Trustee may reasonably request.
13.2.2 The Issuer shall at the request of the Bond Trustee provide the documents and information necessary to maintain the listing and quotation of the Bonds on the Exchange (if listed) and to otherwise enable the Bond Trustee to carry out its rights and duties pursuant to this Bond Agreement and the other Finance Documents, as well as applicable laws and regulations.
13.2.3 The Issuer shall in connection with this Agreementthe issue of its Financial Statements and Quarterly Financial Reports under Clause 13.2.1 (d), PROVIDED THAT confirm to the Note Bond Trustee in writing the Issuer’s compliance with the covenants in Clause 13. Such confirmation shall not make such be undertaken in a request more than once every three months unlesscompliance certificate, substantially in the belief format set out in Attachment 1 hereto, signed by the Chief Executive Officer or Chief Financial Officer of the Note TrusteeIssuer. In the event of non-compliance, a Current the compliance certificate shall describe the non-compliance, the reasons therefore as well as the steps which the Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined has taken and will take in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected order to occur, and PROVIDED FURTHER THAT any such request of rectify the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's daynon-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementcompliance.
Appears in 2 contracts
Samples: Bond Agreement, Bond Agreement (Pacific Drilling S.A.)
Information Covenants. (a) The Current Seventh Issuer Cash Manager shall provide the Current Seventh Issuer, the Note Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, in the form set out in Schedule 3 SCHEDULE 3, or in such other form reasonably acceptable to the recipients thereof, in respect of the Current Seventh Issuer. Such Each such quarterly report shall be delivered to the Current Seventh Issuer, the Note Trustee (upon its request)Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Interest Payment Date occurs.
(b) The Current Seventh Issuer Cash Manager shall provide, or procure the provision of, to the Current Seventh Issuer, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause CLAUSE 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Seventh Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Seventh Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Seventh Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Seventh Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Seventh Issuer Cash Manager's day-to-day provision of the Seventh Issuer Cash Management Services under the other terms of this Agreement.
(d) The Seventh Issuer Cash Manager shall, at the request of the Security Trustee, furnish the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee to request in connection with this Agreement PROVIDED THAT the Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Seventh Issuer Intercompany Loan Event of Default, a Current Seventh Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Seventh Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)CLAUSE 12.1) shall have occurred and is continuing or may reasonably be expected to occur, occur and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Seventh Issuer Cash Manager's day-to-day provision of the Current Seventh Issuer Cash Management Services under the other terms of this Agreement.
Appears in 2 contracts
Samples: Seventh Issuer Cash Management Agreement (Permanent Mortgages Trustee LTD), Cash Management Agreement (Permanent Mortgages Trustee LTD)
Information Covenants. (a) The Current Sixth Issuer Cash Manager shall provide the Current Sixth Issuer, the Note Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, in the form set out in Schedule 3 SCHEDULE 3, or in such other form reasonably acceptable to the recipients thereof, in respect of the Current Sixth Issuer. Such Each such quarterly report shall be delivered to the Current Sixth Issuer, the Note Trustee (upon its request)Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Interest Payment Date occurs.
(b) The Current Sixth Issuer Cash Manager shall provide, or procure the provision of, to the Current Sixth Issuer, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause CLAUSE 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Sixth Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Sixth Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Sixth Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Sixth Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Sixth Issuer Cash Manager's day-to-day provision of the Sixth Issuer Cash Management Services under the other terms of this Agreement.
(d) The Sixth Issuer Cash Manager shall, at the request of the Security Trustee, furnish the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee to request in connection with this Agreement PROVIDED THAT the Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Sixth Issuer Intercompany Loan Event of Default, a Current Sixth Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Sixth Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)CLAUSE 12.1) shall have occurred and is continuing or may reasonably be expected to occur, occur and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Sixth Issuer Cash Manager's day-to-day provision of the Current Sixth Issuer Cash Management Services under the other terms of this Agreement.
Appears in 2 contracts
Samples: Cash Management Agreement (Permanent Financing (No. 6) PLC), Cash Management Agreement (Permanent Mortgages Trustee LTD)
Information Covenants. (a) The Current Issuer Cash Manager Borrower shall provide and shall cause each Guarantor to keep adequate books and records of account in accordance with GAAP or in accordance with other methods acceptable to Lender in its reasonable discretion (consistently applied), and furnish to Lender:
(i) annual financial statements of Borrower and each Guarantor audited (on a consolidated bases) by an accounting firm or other independent certified public accountant reasonably acceptable to Lender, within ninety (90) days after the Current Issuerclose of each fiscal year of Borrower, except for the Note Trusteeyear ended December 31, 2018, where such statements shall be furnished to lender within one hundred twenty (120) days after the Seller close of 2018;
(ii) quarterly unaudited financial statements of Borrower and each Guarantor within thirty (30) days after the Rating Agencies quarterly end of each calendar quarter, together with a report in, or substantially in, the form set out in Schedule 3 in respect certificate of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller chief financial officer of Borrower certifying that such statements have been prepared in accordance with GAAP and the Rating Agencies by the last Business Day containing calculations of the month financial covenants set forth in which each Payment Date occursSection 5.19; and
(iii) such other certificates or evidence acceptable to Lender to confirm that any funds advanced by Lender hereunder have been used by Borrower in the manner set forth herein.
(b) The Current Issuer Cash Manager Within ten (10) Business Days of Lender’s request, Borrower shall providefurnish Lender with such other additional financial or management information relating to Borrower and/or the Guarantors (including State and Federal tax returns) as may, or procure the provision offrom time to time, be reasonably required by Lender in form and substance reasonably satisfactory to the Current Issuer, the Note Trustee Lender. Borrower shall permit Lender and the Rating Agencies copies its agents to perform an examination and audit of any annual returns such books and records at any reasonable time from time to time during business hours upon no less than one (1) Business Days written notice, unless a Default or financial statements referred to Event of Default is then in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofexistence, in which case no advance notice shall be required.
(c) The Current Issuer Cash Manager shall notify Borrower agrees that all financial statements and other items required to be delivered to Lender pursuant to this Section 5.10 (each a “Required Financial Item” and, collectively, the Rating Agencies and the Note Trustee in writing of the details of “Required Financial Items”) shall: (i) any be complete and correct in all material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, respects; (ii) present fairly the occurrence financial condition of a Current Issuer Note Event the party as of Default, or a Current Issuer Intercompany Loan Event the respective dates of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and the financial statements; (iii) disclose all liabilities that are required to be reflected or reserved against; and (iv) be prepared (A) in hardcopy and electronic formats and (B) in accordance with GAAP or in accordance with other methods acceptable to Lender in its sole discretion (consistently applied). Borrower shall be deemed to warrant and represent that, as of the date of delivery of any other information relating such financial statement, there has been no material adverse change in financial condition, nor have any assets or properties been sold, transferred, assigned, mortgaged, pledged or encumbered since the date of such financial statement except as disclosed by Borrower in a writing delivered to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee Lender. Borrower agrees that all Required Financial Items shall not make such contain any misrepresentation or omission of a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementmaterial fact.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 2 contracts
Samples: Loan Agreement (Positive Physicians Holdings,inc.), Loan Agreement (Positive Physicians Holdings,inc.)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Master Issuer, the Note Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Master Issuer. Such quarterly report shall be delivered to the Current Master Issuer, the Note Issuer Security Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the each month in which each a Monthly Payment Date Period occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Master Issuer, the Note Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 7.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Issuer Security Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Master Issuer is a party and of which it is or becomes aware, and (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Issuer Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer Funding 2 Intercompany Loan Event of Default, a Current an Issuer Note Event of Default or a Current an Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Issuer Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Master Issuer and the Note Issuer Security Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Issuer Security Trustee, furnish the Note Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Issuer Security Trustee may request in connection with this Agreement, PROVIDED THAT the Note Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer Funding 2 Intercompany Loan Event of Default, a Current an Issuer Note Event of Default or a Current an Issuer Cash Manager Termination Event (as defined in Clause 12.1 11.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Issuer Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Issuer Cash Management Agreement (Granite Finance Trustees LTD)
Information Covenants. (a) The Current Issuer Cash Manager shall shall:
(a) provide the Current IssuerMortgages Trustee, the Note Trusteeeach Funding Beneficiary, each Funding Security Trustee (upon its request), the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 3A hereto in respect of the Current Issuer. Such quarterly report shall be delivered to Mortgages Trustee;
(b) provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request), the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3B hereto in respect of Funding; and
(c) provide the Mortgages Trustee, Funding 2, the Funding 2 Security Trustee (upon its request), the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3C hereto in respect of Funding 2; and Such quarterly reports shall be delivered to the Mortgages Trustee, the applicable Funding Beneficiary, the applicable Funding Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note each Funding Security Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note and/or each Funding Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT any such request by any Funding Security Trustee does not adversely interfere with the Note Cash Manager's day-to-day provision of the Cash Management Services under the other terms of this Agreement.
(c) After becoming aware of any event described in paragraph (b)(i) and (ii) above, the Cash Manager shall give details to the Mortgages Trustee, each Funding Beneficiary and each Funding Security Trustee of any pending legal action and any judgments given in respect of the Cash Manager if it could have a potential material adverse effect on the ability of the Cash Manager to perform its obligations hereunder.
(d) The Cash Manager shall, at the request of the Funding Security Trustees, furnish each Funding Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Funding Security Trustees may request in connection with this Agreement, PROVIDED THAT the Funding Security Trustees shall not make such a request more than once every three months unless, in the belief of the Note TrusteeFunding Security Trustees, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 herein (Cash Manager Termination Events)) shall have occurred and is continuing or a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee Funding Security Trustees does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Cash Management Agreement (Granite Finance Trustees LTD)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee, the Seller and the Rating Agencies and any other nationally recognised statistical rating organisation (as defined in the U.S. Credit Rating Agency Reform Act of 2006) to the extent required by, and subject to the certification conditions under, Rule 17g-5(a)(3) of the Exchange Act:
(i) quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such Mortgages Trustee; and
(ii) quarterly with a report shall be delivered to the Current Issuerin, or substantially in, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day form set out in Schedule 4 in respect of the month in which each Payment Date occursFunding.
(b) The Current Issuer Cash Manager shall provide, or procure the provision ofprovision, to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 9.4 as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Security Trustee and the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Security Trustee and the Rating Agencies and the Note Trustee may reasonably request in connection with its their obligations under this Agreement, PROVIDED THAT the Note Security Trustee and the Rating Agencies shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 13.1) shall have occurred and is continuing or may reasonably be expected to occur, a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have occurred and is continuing PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note TrusteeSecurity Trustee and/or the Rating Agencies, furnish the Note Security Trustee and and/or the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Security Trustee may and/or the Rating Agencies to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(e) The Cash Manager agrees to co-operate fully and to do all such further acts and things as may be necessary or desirable, and to provide all information in its possession necessary for any reporting obligation, to enable Funding 1 and the Mortgages Trustee to comply with their obligations to assist the Seller (as originator) to comply with (i) the requirements of Article 7 of the UK Securitisation Regulation, and (ii) the obligations of the Seller pursuant to clause 10.10 (EU Securitisation Regulation) of the Funding Deed of Charge.
Appears in 1 contract
Samples: Cash Management Agreement
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies preparation of quarterly with a report in, or reports substantially in, in the form set out in Schedule schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered (Quarterly Reports) to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsa)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and any other nationally recognized statistical rating organization (as defined in the Note Trustee U.S. Credit Rating Agency Reform Act of 2006) to the extent required by, and subject to the certification conditions under, Rule 17g-5(a)(3) of the U.S. Securities Exchange Act of 1934 may reasonably request in connection with its obligations the ratings of any Rated Notes or any rated debt instruments of a Funding Company (if applicable) then outstanding, PROVIDED THAT such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall provide the Mortgages Trustee, the Beneficiaries, the Funding Security Trustees (if requested) and the beneficial owners of the Notes and any debt instruments of each Funding Company, who have provided beneficial ownership certification (in the form set out in Schedule 2 (Certificate of Beneficial Ownership)), monthly with a report stored upon electronic media including, but not limited to, a CD-ROM, in a form acceptable to the Mortgages Trustee, the Beneficiaries and, to the extent requested by them, the Funding Security Trustees (each acting reasonably) containing information regarding the Loans then comprised in the Portfolio including, but not limited to, details of the relevant account number, the relevant property address, the title number, the postcode of the relevant Property and the completion date of the relevant Mortgage, any information required to comply with Article 7(1)(a) and 7(1)(e) of the Securitisation Regulation and any information regarding the risk retained by the Seller and which of the modalities provided for in Article 6(3) of the Securitisation Regulation is being applied.
(d) The Servicer shall, at the request of the Beneficiaries and the Funding Security Trustees, furnish the Beneficiaries, the Funding Security Trustees and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Beneficiaries and the Funding Security Trustees (as appropriate) to request in connection with the ratings of any Rated Notes or any rated debt instruments of a Funding Company (if applicable) then outstanding, PROVIDED THAT the Note Mortgages Trustee or the Funding Security Trustees (as appropriate) shall not make such a request more than once every three months unless, in the belief of the Note TrusteeBeneficiaries or the Funding Security Trustees (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager default under the terms of the debt instruments of each Further Funding Company or a Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shallServicer agrees to co-operate fully and to do all such further acts and things as may be necessary or desirable, at and to provide all information in its possession necessary for any reporting obligation, to enable the request Mortgages Trustee and Funding 1 to comply with their obligations under Clause 4.7 (Requirements under the Securitisation Regulation) of the Note Trustee, furnish Funding 1 Deed of Charge to assist the Note Trustee and Seller (as originator) to comply with the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief requirements of Article 7 of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementSecuritisation Regulation.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Second Issuer Cash Manager shall provide the Current Second Issuer, the Note Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, the form set out in Schedule SCHEDULE 3 in respect of the Current Second Issuer. Such Each such quarterly report shall be delivered to the Current Second Issuer, the Note Trustee (upon its request)Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Interest Payment Date occurs.
(b) The Current Second Issuer Cash Manager shall provide, or procure the provision of, to the Current Second Issuer, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause CLAUSE 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Second Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Second Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Second Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Second Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Second Issuer Cash Manager's day-to-day provision of the Second Issuer Cash Management Services under the other terms of this Agreement.
(d) The Second Issuer Cash Manager shall, at the request of the Security Trustee, furnish the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee to request in connection with this Agreement PROVIDED THAT the Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Second Issuer Intercompany Loan Event of Default, a Current Second Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Second Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)CLAUSE 12.1) shall have occurred and is continuing or may reasonably be expected to occur, occur and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Second Issuer Cash Manager's day-to-day provision of the Current Second Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Cash Management Agreement (Permanent Mortgages Trustee LTD)
Information Covenants. (a) The Current Issuer Cash Manager Servicer shall provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries and the Rating Agencies (i) monthly with a report in, or substantially in, the form set out in and (ii) quarterly with a report in, or substantially in, the form set out in , and shall assist the Cash Manager in the production of quarterly reports substantially in the forms set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)report provided under paragraph ) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with the ratings of the First Issuer Notes, Second Issuer Notes, the Third Issuer Notes, the Fourth Issuer Notes, the Fifth Issuer Notes, the Sixth Issuer Notes, the Seventh Issuer Notes, the Eighth Issuer Notes, the Ninth Issuer Notes, the Tenth Issuer Notes, the Master Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, at the request of Funding and the Security Trustee (where the Servicer is the Seller) and at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding, the Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to the business and financial condition of the Servicer and/or any person to whom the Servicer has subcontracted or delegated part of its obligations under this Agreementhereunder, PROVIDED THAT as it may be reasonable for Funding, the Note Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the First Issuer Notes, Second Issuer Notes, the Third Issuer Notes, the Fourth Issuer Notes, the Fifth Issuer Notes, the Sixth Issuer Notes, the Seventh Issuer Notes, the Eighth Issuer Notes, the Ninth Issuer Notes, the Tenth Issuer Notes, the Master Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that Funding, the Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding, the Note TrusteeSecurity Trustee or the Beneficiaries (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware Subject to any applicable law or contrary instruction from the Beneficiaries, the Servicer shall furnish to each beneficial owner of any event described in paragraph Notes (c)(ian INVESTOR) monthly reports on the Portfolio in, or (ii) abovesubstantially in, the Current Issuer Cash Manager form of (the MONTHLY REPORTS). The Servicer, upon request by an Investor, shall give details also furnish previous Monthly Reports to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereundersuch Investor.
(e) The Current Issuer Cash Manager shallFor the purposes of Clause 12.4(d), at the request Servicer is entitled to assume that any person who has delivered to the Servicer a certificate in the form of is an Investor, and that any other person is not an Investor.
(f) Subject to any applicable law or contrary instruction from both (and, for the avoidance of doubt, not one only) of the Note TrusteeBeneficiaries acting together, furnish the Note Servicer will make reasonable efforts to make available to Investors Monthly Reports (including previous Monthly Reports) in an electronic format acceptable to the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement"Bloomberg".
Appears in 1 contract
Information Covenants. 17.1 Financial statements
(a) The Current Issuer Cash Manager shall provide Obligors must supply to the Current IssuerFacility Agent in sufficient copies for all the Lenders:
(i) the audited consolidated financial statements for the Reporting Entity for each of its financial years commencing with 2007; and
(ii) the unaudited quarterly consolidated management accounts of the Reporting Entity for each of its financial quarters in each of its financial years commencing with the quarter ended 30 September 2007.
(b) All financial statements must be supplied as soon as they are available and:
(i) in the case of the Reporting Entity’s audited financial statements, within 150 days; and
(ii) in the case of the quarterly financial statements of the Reporting Entity, within 60 days (or, in the case of the quarterly financial statements of the Reporting Entity for its fourth financial quarter, within 150 days), of the end of the relevant financial period.
17.2 Form of financial statements
(a) The Company must ensure that each set of financial statements of the Reporting Entity supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, financial condition (consolidated or substantially in, the form set out in Schedule 3 in respect otherwise) of the Current Issuer. Such quarterly report shall be delivered relevant person as at the date to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursthose financial statements were drawn up.
(b) The Current Issuer Cash Manager shall provide, or procure Company must notify the provision of, Facility Agent of any change to the Current Issuer, the Note Trustee and the Rating Agencies copies basis of which any annual returns or consolidated financial statements referred are prepared, such changes only to be made to reflect a change in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofAccounting Principles.
(c) The Current Issuer Cash Manager shall notify If requested by the Rating Agencies and Facility Agent, the Note Trustee in writing of Company must supply to the details of Facility Agent a statement (providing reasonable detail) with such financial statements either:
(i) any material amendment to confirming that the Transaction Documents to which change(s) would have no effect on the Current Issuer is a party and operation of which it is or becomes aware, the ratio set out in Clause 18 (Financial Covenant); or
(ii) unless otherwise agreed in writing by the occurrence Facility Agent (acting upon the instructions of the Majority Lenders), if the change(s) would have such an effect, containing a Current Issuer Note Event reconciliation demonstrating the effect of Defaultthe change(s) (and, or a Current Issuer Intercompany Loan Event for the purpose of Default or a Current Issuer Cash Manager Termination Event (as defined calculating the ratio set out in Clause 12.1 18 (Current Issuer Cash Manager Termination EventsFinancial Covenant)) and (iii) any other information relating , such financial statements will be treated as though adjusted by that reconciliation so as to exclude the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief effect of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementchanges).
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Information Covenants. The Administrator shall:
19.5.1 promptly (aand no later than five (5) The Current Issuer Business Days after each Calculation Date) provide the Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 an Administrator Report in respect of the Current Issuer. Such quarterly report shall be delivered related Calculation Period and such other information on the Mortgage Portfolio as is required to enable the Cash Manager to comply with its obligations to calculate the Available Revenue Receipts and Available Principal Receipts and to make certain other determinations on each Calculation Date;
19.5.2 notify the Cash Manager, by no later than ten(10) Business Days after the end of each quarter of the following:
(a) the amount (if any) that any Borrower has set off against his mortgage payments pursuant to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.Mortgage Conditions;
(b) The the amount (if any) of Losses on the Mortgage Loans in the Mortgage Portfolio;
(c) in the case of any Mortgage Loans in arrears by 180 days or more, the Current Issuer Balance of any such Mortgage Loan and the Arrears Percentage applicable to each such Mortgage Loan;
19.5.3 provide such information to the Cash Manager shall provide, or procure as may be necessary for the provision of, Cash Manager to perform its services and assist the Cash Manager in making any determinations required to be made pursuant to the Current Cash Management Agreement;
19.5.4 notify the Cash Manager and the Issuer of all approvals, authorisations, permissions, consents and licenses required by the Issuer in connection with the business of the Issuer, the Note Trustee and ;
19.5.5 notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(ia) any material amendment to the Transaction Documents to which the Current Issuer it is a party and or of which it the Administrator is or becomes aware, ; or
(ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iiib) any other information relating to the Current Issuer Cash Manager its role as Administrator or its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief rating of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred Notes and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request other matters contemplated by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.Transaction Documents,
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, 19.5.6 at the request of the Note TrusteeIssuer and/or Trustee and/or the Seller (when the Seller is no longer the Administrator), furnish the Note Issuer and/or the Trustee and and/or the Rating Agencies Seller (as appropriate) with such other information relating to its business and financial condition as it may be reasonable for the Note Issuer and/or the Trustee may and/or the Seller (as appropriate) to request in connection with this Agreementthe matters contemplated by the Transaction Documents, PROVIDED THAT provided that:
(a) the Note Issuer/the Trustee and/or the Seller (as appropriate) shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event months; and
(as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)b) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of from the Note Trustee Issuer or the Seller does not adversely interfere with the Current Issuer Cash ManagerAdministrator's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Administration Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee, the Seller and the Rating Agencies Agencies:
(i) quarterly with a report in, or substantially in, the form set out in Schedule 3 3A in respect of the Current Issuer. Such Mortgages Trustee; and
(ii) quarterly with a report shall be delivered to the Current Issuerin, or substantially in, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day form set out in Schedule 3B in respect of the month in which each Payment Date occursFunding.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 9.4 as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 13.1) shall have occurred and is continuing or may reasonably be expected to occur, a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have accrued and is continuing PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Security Trustee, furnish the Note Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Security Trustee may to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Cash Management Agreement (HOLMES FINANCING (No. 9) PLC)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee, the Seller and the Rating Agencies Agencies:
(i) quarterly with a report in, or substantially in, the form set out in Schedule 3 3A in respect of the Current Issuer. Such Mortgages Trustee; and
(ii) quarterly with a report shall be delivered to the Current Issuerin, or substantially in, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day form set out in Schedule 3B in respect of the month in which each Payment Date occurs.Funding. Back to Contents
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 9.4 as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 13.1) shall have occurred and is continuing or may reasonably be expected to occur, a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have occurred and is continuing PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Security Trustee, furnish the Note Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Security Trustee may to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with reports as follows:
(i) a report in, or substantially in, the form set out in Part 1 of Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered Mortgages Trustee to the Current IssuerMortgages Trustee, the Note Trustee Funding Companies, (upon its request), if requested) the Seller Funding Security Trustee(s) and the Rating Agencies by Agencies; and
(ii) a report in, or substantially in, the last Business Day form set out in Part 2 of Schedule 3 in respect of Funding 1 to the month in which each Payment Date occursMortgages Trustee, Funding 1, the Issuer, (if requested) the Funding Security Trustee(s) and the Rating Agencies.
(b) The Current Issuer Cash Manager shall provide, or procure the provision ofprovision, to the Current IssuerMortgages Trustee, the Note Trustee Funding Companies, (if requested) the Funding Security Trustees and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (of Default, so far as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and it is aware of such default, (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and and/or the Note Trustee Funding Security Trustees may reasonably request in connection with its the obligations of the Cash Manager under this Agreement, PROVIDED THAT the Note Trustee Funding Security Trustees shall not make such a request more than once every three months unless, in the belief of the Note TrusteeFunding Security Trustees, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Potential Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Potential Note Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default shall have occurred and is continuing continuing;
(d) The Cash Manager agrees to co-operate fully and to do all such further acts and things as may be necessary or may reasonably be expected to occurdesirable, and PROVIDED FURTHER THAT to provide all information in its possession necessary for any such request reporting obligation, to enable Funding 1 and the Mortgages Trustee to comply with their obligations to assist the Seller (as originator) to comply with (i) the requirements of Article 7 of the Note Trustee does not adversely interfere with UK Securitisation Regulation and (ii) the Current Issuer Cash Manager's day-to-day provision obligations of the Current Issuer Cash Management Services under Seller pursuant to clause 4.8 (EU Securitisation Regulation) of the other terms Funding 1 Deed of this AgreementCharge.
Appears in 1 contract
Samples: Cash Management Agreement
Information Covenants. 8.1 Financial statements
(a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered Borrower must supply to the Current Issuer, the Note Trustee Bank:
(upon i) its request), the Seller and the Rating Agencies by the last Business Day of the month audited financial statements prepared in which accordance with IFRS and/or local GAAP for each Payment Date occurs.financial year;
(b) The Current Issuer Cash Manager Borrower shall provide, or procure supply the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) specified above as soon as reasonably practicable the same become available but in any event:
(i) in case of the annual audited financial statements of the Borrower, within 180 days after the preparation thereof.end of each relevant financial period;
(c) The Current Issuer Cash Manager shall notify Parent Guarantor must supply to the Rating Agencies and the Note Trustee in writing of the details of Bank:
(i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, its audited consolidated financial statements prepared in accordance with local GAAP for each financial year; and
(ii) the occurrence its interim consolidated financial statements for each quarter of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementeach financial year.
(d) After becoming aware The Parent Guarantor shall supply the financial statements specified above as soon as the same become available but in any event:
(i) in case of any event described in paragraph (c)(i) or the annual audited consolidated financial statements of the Parent Guarantor, within 180 days after the end of each relevant financial period; and
(ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect case of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability quarterly interim consolidated financial statements of the Current Issuer Cash Manager to perform its obligations hereunderParent Guarantor, within 45 days after the end of each relevant financial period.
(e) The Current Issuer Cash Manager shall, at Borrower and the request Parent Guarantor must inform the Bank as soon as reasonably possible in case its auditor does not issue an audit report for the Borrower in respect of the Note Trustee, furnish financial statements.
8.2 Changes of financial year or in the Note Trustee method of financial reporting
(a) The Borrower and the Rating Agencies with such other Parent Guarantor must notify the Bank of any proposed change of its financial year or to the manner in which its financial statements are prepared.
(b) If requested by the Bank, the Borrower and the Parent Guarantor must supply to the Bank:
(i) a full description of any change notified under paragraph (a) above;
(ii) sufficient information relating to enable the Bank to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its business and most recent audited consolidated financial condition as statements delivered to the Note Trustee may request in connection with Bank under this Agreement, PROVIDED THAT Agreement prior to the Note Trustee shall not make such a request more than once every three months unless, in the belief implementation of the Note Trustee, change; and
(iii) positive sign -off by the Borrower’s auditor regarding the change. Any reference in this Agreement to those financial statements shall be construed as a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (reference to those financial statements as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected adjusted to occur, and PROVIDED FURTHER THAT any such request of reflect the Note Trustee does not adversely interfere with basis upon which the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementOriginal Financial Statements were prepared.
Appears in 1 contract
Samples: Term Loan Agreement (Xylem Inc.)
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current IssuerInvestor Reports. Such quarterly report Each of the parties hereto acknowledges and confirms that, as required by the Guide, such assistance shall be delivered provided to the Current Issuer, the Note Trustee (upon its request), the Seller Cash Manager for and the Rating Agencies by the last Business Day on behalf of the month in which each Payment Date occursBank prior to an Issuer Event of Default and for and on behalf of the Guarantor LP following an Issuer Event of Default.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and notify the Rating Agencies copies in writing of the details of any annual returns proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a report provided under paragraph (a)) and, such other information relating to its mortgage business and financial statements referred condition as the Rating Agencies may reasonably request in connection with the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer's day to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after day provision of the preparation thereofServices under the other terms of this Agreement. For greater certainty, any failure by the Guarantor LP to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
(c) The Current Issuer Servicer shall provide the Guarantor LP (or the Cash Manager shall notify on its behalf) monthly with a report stored upon electronic media including, but not limited to, a CD-ROM in a form acceptable to the Guarantor LP containing information regarding the Loans then comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower's name and the postal code of the relevant Property and the funding date of the relevant Mortgage.
(d) The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor LP and the Bond Trustee, furnish the Guarantor LP, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor LP and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Note Programme, provided that the Guarantor LP or the Bond Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)appropriate) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor LP or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor LP Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement (RBC Covered Bond Guarantor Limited Partnership)
Information Covenants. (a) The Current Issuer Servicer will assist the Cash Manager shall provide in the Current Issuer, production of the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or Monthly Asset Coverage Report substantially in, in the form set out in Schedule 3 in respect (Form of Monthly Asset Coverage Report) of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall Servicer will notify the Rating Agencies and the Note Trustee in writing of the details of (i) any proposed material amendment change in the valuation procedures or policies applied by it or to the Transaction Documents be applied in relation to which the Current Issuer is a party and Mortgaged Properties in connection with its mortgage business (details of which it is or becomes awarechange may be included in the report provided under Section 13.3(a)), and (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of any Covered Bonds issued under this Agreementthe Program and other matters contemplated by the Program, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any provided that such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-its day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of . For greater certainty, any event described in paragraph (c)(i) or (ii) above, failure by the Current Issuer Cash Manager shall give details Servicer to the Current Issuer and the Note Trustee of deliver any pending legal action and such notice prior to making any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on such proposed change will not limit the ability of the Current Issuer Cash Manager Servicer to perform proceed with any such change or constitute a breach of its obligations hereunder.
(ec) The Current Issuer Servicer will, upon reasonable request, but subject to any restrictions under applicable privacy laws, provide the Guarantor (or the Cash Manager shallon its behalf), the Bond Trustee and each Rating Agency quarterly with a report stored upon electronic media including, but not limited to, a CD-ROM, in a form acceptable to the Guarantor and Bond Trustee (each acting reasonably) containing information regarding the Loans then comprised in the Portfolio including, but not limited to, details of the relevant mortgage reference number and the postal code of the relevant Mortgaged Property.
(d) The Servicer will, at the request of the Note Guarantor and the Bond Trustee, furnish provide the Note Guarantor, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition and (to the extent that it has such information and subject to any confidentiality restrictions binding upon it) that of any person to whom it has sub-contracted or delegated part of its obligations hereunder as it may be reasonable for the Note Guarantor and the Bond Trustee may (as appropriate) to request in connection with this Agreementthe ratings of any Covered Bonds issued under the Program and other matters contemplated by the Program, PROVIDED THAT provided that the Note Guarantor or the Bond Trustee shall (as appropriate) will not make such a request more than once every three months unless, in the reasonable belief of the Note TrusteeGuarantor or the Bond Trustee (as appropriate), a Current an Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Servicer Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall will have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Information Covenants. (a) The Current Issuer Servicer shall, on or prior to each Monthly Pool Date, provide the Cash Manager shall provide and Issuer with the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursServicer Report.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer it is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of the Security Trustee and at the request of the Seller, furnish the Security Trustee and/or the Seller (as appropriate) with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee and/or the Seller (as appropriate) to request in connection with the matters contemplated by the Transaction Documents, provided that the Security Trustee and/or the Seller (as appropriate) shall not make such a request more than once every three months unless, in the belief opinion of the Note Security Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note an Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT occur in which event the Security Trustee may request such information at any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementtime.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details provide to the Current Issuer and Rating Agencies an updated pool cut outlining the Note Trustee of any pending legal action and any judgments given in respect details of the Current Issuer Cash Manager if it could have a potential material adverse effect Loans in the Portfolio on the ability day falling five (5) Business Days after the Monthly Test Date falling in December of the Current Issuer Cash Manager to perform its obligations hereundereach year starting in 2019.
(e) The Current Issuer Servicer shall provide to the Cash Manager shall, at all information in its possession necessary for any reporting obligation to be undertaken by the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined on behalf of YBS in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere accordance with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementSecuritisation Regulation.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding 1, the Note Security Trustee, the Seller and the Rating Agencies Agencies:
(i) quarterly with a report in, or substantially in, the form set out in Schedule Part 1 of SCHEDULE 3 in respect of the Current Issuer. Such Mortgages Trustee; and
(ii) quarterly with a report shall be delivered to the Current Issuerin, or substantially in, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day form set out in Part 2 of the month SCHEDULE 3 in which each Payment Date occursrespect of Funding 1.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding 1, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) CLAUSE 9.4 as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in CLAUSE 13.1) shall have occurred and is continuing or may reasonably be expected to occur, a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have accrued and is continuing PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Security Trustee, furnish the Note Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Security Trustee may to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Cash Management Agreement (Permanent Mortgages Trustee LTD)
Information Covenants. (a) The Current Issuer Cash Manager Borrower shall provide keep and maintain or will cause to be kept and maintained, on a fiscal year basis in accordance with consistently applied generally accepted accounting practices customarily used in the Current Issuerreal estate industry, complete and accurate books, accounts and records reflecting all of the financial affairs of Borrower and all of the earnings and expenses in connection with the operation of the Trust Estate or in connection with any services, equipment or furnishings provided in connection with the operation of the Trust Estate, and, without expense to Lender, shall deliver to Lender annually, within ninety (90) days after the close of each of Borrower's fiscal years (i) an operating statement (including, without limitation, the Note Trustee, amount of rent escalations under the Seller Qualifying Space Leases for such fiscal year) and the Rating Agencies quarterly with an annual budget certified by a report in, general Partner of Borrower or substantially in, the form set out in Schedule 3 in respect The chief financial officer of the Current IssuerPerson that directly or indirectly controls the day-to-day operations and management of the Trust Estate showing in reasonable detail the income and expenses of the operations of the Trust Estate, a statement of profit and loss, and a balance sheet for the immediately preceding fiscal year of Borrower, (ii) a complete copy of a financial statement of Borrower for the immediately preceding fiscal year of Borrower certified to Lender by a general partner or other principal of Borrower, containing a statement of surplus, and a balance sheet of Borrower, and (iii) a rent roll current to within thirty (30) days, showing the Space Tenants in occupancy, their square footage, their fixed and basic rents, and their tax and operating escalations. Such quarterly report Lender or its designee will be permitted upon not less than ten (10) days prior notice to Borrower, to examine such books and records and all supporting vouchers and data at the office of Borrower with respect to the Trust Estate and make such copies or extracts at Borrower's expense thereof as Lender or its designee shall reasonably desire. Lender shall not have any duty to make any such inspection and shall not incur any liability or obligation as a result of not making such inspection. Lender agrees that any information obtained by Lender in its review or examination of Borrower's books and records pursuant to this Section 7.15 shall be delivered confidential and solely for the benefit of Lender and any Loan Participant. Each participation agreement between Lender and any Loan Participant shall require such Loan Participant to maintain the Current Issuerconfidentiality of any information obtained by Lender in its review of Borrower's books and records; however, the Note Trustee (upon its request), the Seller and the Rating Agencies Lender shall have no liability to Borrower by the last Business Day reason of the month in which each Payment Date occursany Loan Participant's breach of such covenant.
(b) The Current Issuer Cash Manager Each annual statement shall providebe accompanied by a certificate of Borrower, or procure dated as of the provision ofdelivery of such statement to Lender, stating that Borrower, to the Current Issuerbest of its knowledge, knows of no Event of Default that is continuing, or, if any such Event of Default is continuing, specifying the Note Trustee nature and period of existence thereof and what action Borrower has taken or proposes to take with respect thereto, and, except as otherwise. specified, stating that to the best of its knowledge Borrower has fulfilled all its obligations under this Agreement and the Rating Agencies copies other Loan Documents that are required to be fulfilled on or prior to the date of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofsuch certificate.
(c) The Current Issuer Cash Manager Borrower shall notify deliver or cause to be delivered to Lender, not later than ninety (90) days after the Rating Agencies and end of each calendar year during the Note Trustee in writing Loan Term a financial statement of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareeach Guarantor, (ii) the occurrence of a Current Issuer Note Event of Defaultcertified, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreementrespectively, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementeach Guarantor.
(d) After becoming aware Borrower shall furnish to Lender within thirty (30) days after request therefor such further detailed information covering the operation of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer Trust Estate and the Note Trustee financial affairs of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunderBorrower arid each Guarantor as may be reasonably requested by Lender.
(e) The Current Issuer Cash Manager shallBorrower shall deliver to Lender as soon as practicable and in any event within ten (10) days of Borrower's learning thereof, at notice of:
(i) Any dispute raised by the request General Contractor under the Construction Contract relating to an increase in the Contract Sum (as therein defined) and any material delay in the progress of the Note TrusteeProject, furnish the Note Trustee and the Rating Agencies with such other information whether or not constituting Force Majeure;
(ii) Any litigation affecting or relating to (A) Borrower, (B) any Guarantor which would materially, adversely affect such Guarantor's ability to perform its business and financial condition as obligations under the Note Trustee may request Loan Documents, (C) the Trust Estate, (D) the Project or (E) the Government Leases;
(iii) Any dispute involving any Governmental Authority relating to the Trust Estate, the Project or the Government Leases, the adverse determination of which might materially adversely affect the Trust Estate or the Project;
(iv) Any threat or commencement of proceedings. in connection condemnation or eminent domain relating to the Trust Estate;
(v) Any event which, with this Agreementthe giving of notice and/or the passage of time, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan could become an Event of Default, together with a Current Issuer Note Event written statement setting forth the nature of Default the event and the action Borrower proposes to take with respect thereto; and
(vi) Any event which is or could become a Current Issuer Cash Manager Termination Event under the terms of the Bid Protest Guaranty.
(f) Borrower shall deliver to Lender as defined soon as practicable and in Clause 12.1 any event within ten (Current Issuer Cash Manager Termination Events10) days of Borrower's receipt or delivery thereof a copy of each report, statement, certification, claim, data or notice received, made or delivered by Borrower in connection with the Government Leases that relates to events that will materially affect Borrower's performance under the terms of the Government Leases, including, without limitation, notices relating to the progress of construction of the Improvements, the imposition by the government of any penalties or damages, the exercise by the government of any termination or cancellation rights, the exercise by the government of any right to audit the Government Leases, the filing of any dispute or litigation or the failure of Borrower to comply with any of the requirements of the Government Leases, including, without limitation, such notices as are required under the following sections of the Government Leases: (i) of the GSA Building Lease, Sections 5, 26, 28, 31, 32, 45, 78 and 105 of the Solicitation for Offers, Exhibit III (relating to the Parking Agreement)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request all Sections of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision General Clauses, and (ii) relevant sections of the Current Issuer Cash Management Services under the other terms of this Parking Agreement.
(g) Borrower shall deliver or cause to be delivered to Lender, as soon as available and in any event within thirty (30) days after the end of each calendar quarter, a report as to the status of construction and leasing of the Project including leasing schedules and reports, executed copies of any Space Leases entered into during such quarter, a list of all Space Leases then pending or the subject of negotiation by Borrower and such other leasing information as Lender shall reasonably request with respect to the Space Leases and the Trust Estate.
(h) Borrower shall deliver or cause to be delivered to Lender, on the date on which Borrower submits its final Request for Disbursement of Hard Costs under Section 5.08 and not later than sixty (60) days prior to the end of each calendar year thereafter, an annual operating budget (the "Annual Operating Budget") for the Project which shall be subject to approval by Lender in its reasonable judgment. Lender's failure to disapprove a proposed Annual Operating Budget within thirty (30) days after submission shall be deemed to be Lender's approval of such submission.
Appears in 1 contract
Samples: Construction Loan Agreement (Boston Properties Inc)
Information Covenants. (a) The Current Issuer Cash Manager Servicer shall provide the Current IssuerLLP, the Note Trustee, the Seller Security Trustee and the Rating Agencies (i) monthly with a report in, or substantially in, the form set out in Schedule 3 and (ii) quarterly with a report in, or substantially in, the form set out in Schedule 3 2, and shall assist the Cash Manager in respect the production of the Current Issuer. Such quarterly report shall be delivered Monthly Asset Coverage Reports substantially in the form set out in Schedule 3 to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, provide to the Current Issuer, FCA information on the Note Trustee composition of the Loans and the Rating Agencies copies Related Security in the Asset Pool, along with such other information as the FCA may request in respect of any annual returns or financial statements referred to the Loans and the Related Security in Clause 8.4 accordance with the RCB Regulations and in the form and manner (Statutory Obligationsif any) as soon as reasonably practicable after prescribed by the preparation thereofRCB Sourcebook.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer it is a party and of which it is or becomes awareparty, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in report provided under Clause 12.1 (Current Issuer Cash Manager Termination Events12.4(a)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with the ratings of any Covered Bonds issued under the Programme and other matters contemplated by the Programme, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(d) The Servicer shall, upon request, provide the LLP and the Security Trustee quarterly with a report stored upon electronic media including, but not limited to, a CD ROM in a form acceptable to the LLP and Security Trustee (each acting reasonably) containing information regarding the Loans then comprised in the Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower's name, the title number and the postcode of the relevant Property and the completion date of the relevant Mortgage.
(e) The Servicer shall, at the request of the LLP and the Security Trustee, provide the LLP, the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition and (to the extent that it has such information and subject to any confidentiality restrictions binding upon it) that of any person to whom it has sub-contracted or delegated part of its obligations hereunder as it may be reasonable for the LLP and the Security Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under this Agreementthe Programme and other matters contemplated by the Programme, PROVIDED THAT provided that the Note LLP or the Security Trustee (as appropriate) shall not make such a request more than once every three months unless, in the belief of the Note TrusteeLLP or the Security Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note an Abbey Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(df) After becoming aware Subject to any applicable law or contrary instruction from the LLP, the Servicer shall provide to each beneficial owner of any event described in paragraph Covered Bonds issued under the Programme (c)(ian Investor) monthly reports on the Portfolio in, or (ii) abovesubstantially in, the Current Issuer Cash Manager form of Schedule 3 (the Monthly Reports). The Servicer, upon request by an Investor, shall give details also provide previous Monthly Reports to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereundersuch Investor.
(eg) The Current Issuer Cash Manager shallFor the purposes of Clause 12.4(f), at the request Servicer is entitled to assume that any person who has delivered to the Servicer a certificate in the form of Schedule 4 is an Investor, and that any other person is not an Investor.
(h) Subject to any applicable law or contrary instruction from both (and, for the Note avoidance of doubt, not only one) the LLP and the Security Trustee, furnish the Note Servicer will make reasonable endeavours to make available to Investors Monthly Reports (including previous Monthly Reports) in an electronic format acceptable to the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement“Bloomberg”.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursMonthly Asset Coverage Reports.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and notify the Rating Agencies copies in writing of the details of any annual returns proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a report provided under paragraph (a)) and, such other information relating to its mortgage business and financial statements referred condition as the Rating Agencies may reasonably request in connection with the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer's day to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after day provision of the preparation thereofServices under the other terms of this Agreement. For greater certainty, any failure by the Guarantor LP to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
(c) The Current Issuer Servicer shall provide the Guarantor LP (or the Cash Manager shall notify on its behalf) monthly with a report stored upon electronic media including, but not limited to, a CD-ROM in a form acceptable to the Guarantor LP containing information regarding the Loans then comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower's name and the postal code of the relevant Property and the funding date of the relevant Mortgage.
(d) The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor LP and the Bond Trustee, furnish the Guarantor LP, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor LP and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Note Programme, provided that the Guarantor LP or the Bond Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)appropriate) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor LP or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor LP Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement (RBC Covered Bond Guarantor Limited Partnership)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, in the form set out in Schedule 3 (Form of Issuer Quarterly Report), or in such other form reasonably acceptable to the recipients thereof, in respect of the Current Issuer. Such Each such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request)Issuer Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursmonths of March, June, September and December.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 7.4 (Statutory Obligationsobligations) as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Issuer Cash Manager's day-to-day provision of the Issuer Cash Management Services under the other terms of this Agreement.
(d) The Issuer Cash Manager shall, at the request of the Issuer Security Trustee, furnish the Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Issuer Security Trustee to request in connection with this Agreement PROVIDED THAT the Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 11.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Issuer Cash Management Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall Servicer shall, within ten (10) Business Days following each Distribution Date, provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries, each Manager and/or Dealer (if requested by such Manager or Dealer to do so) and the Rating Agencies quarterly (on the terms agreed with each of the Rating Agencies), monthly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs2.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsa)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee (where the Servicer is the Seller) or at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding 1, Funding 2, the Note Funding 1 Security Trustee, a Current Issuer the Funding 2 Security Trustee or the Beneficiaries (as appropriate) an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Master Intercompany Loan Event of Default (as appropriate) or a Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details make available to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect beneficial owners of the Current Issuer Cash Manager if it could Notes, who have provided beneficial ownership certification as described herein, on a potential material adverse effect on monthly basis a report containing information about the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, Loans in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementMortgages Trust.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall Servicer shall, within ten (10) Business Days following each Distribution Date, provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries, each Manager and/or Dealer (if requested by such Manager or Dealer to do so) and the Rating Agencies quarterly (on the terms agreed with each of the Rating Agencies) monthly with a report in, or substantially in, the form set out in Schedule SCHEDULE 2 and shall assist the Cash Manager in the production of monthly reports substantially in the forms set out in SCHEDULE 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under PARAGRAPH (as defined in Clause 12.1 (Current Issuer Cash Manager Termination EventsA)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee (where the Servicer is the Seller) and at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding 1, Funding 2, the Note Funding 1 Security Trustee, a Current Issuer the Funding 2 Security Trustee or the Beneficiaries (as appropriate), an Intercompany Loan Event of Default, a Current Issuer Note Master Intercompany Loan Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details make available to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect beneficial owners of the Current Issuer Cash Manager if it could Notes, who have provided beneficial ownership certification as described herein, on a potential material adverse effect on monthly basis a report containing information about the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, Loans in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementMortgages Trust.
Appears in 1 contract
Samples: Servicing Agreement (Permanent Funding (No. 2) LTD)
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies preparation of quarterly with a report in, or reports substantially in, in the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered (Quarterly Reports) to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in report provided under Clause 12.1 (Current Issuer Cash Manager Termination Events12.4(a)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of any Rated Notes then outstanding or any rated debt instruments of a Funding Company (if applicable) then outstanding, PROVIDED THAT such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall provide the Mortgages Trustee, the Beneficiaries, the Funding Security Trustees (if requested) and the beneficial owners of the Notes and any debt instruments of each Funding Company, who have provided beneficial ownership certification (in the form set out in Schedule 2) monthly with a report stored upon electronic media including, but not limited to, a CD-ROM, in a form acceptable to the Mortgages Trustee, the Beneficiaries and the Funding Security Trustees (each acting reasonably) containing information regarding the Loans then comprised in the Portfolio including, but not limited to, details of the relevant account number, the relevant property address, the title number, the postcode of the relevant Property and the completion date of the relevant Mortgage, any information required to comply with Article 7(1)(a) and 7(1)(e) of the Securitisation Regulation and any information regarding the risk retained by the Seller and which of the modalities provided for in Article 6(3) of the Securitisation Regulation is being applied.
(d) The Servicer shall, at the request of the Beneficiaries and the Funding Security Trustees, furnish the Beneficiaries, the Funding Security Trustees and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Beneficiaries and the Funding Security Trustees (as appropriate) to request in connection with the ratings of any Rated Notes or any rated debt instruments of a Funding Company (if applicable) then outstanding, PROVIDED THAT the Note Mortgages Trustee or the Funding Security Trustees (as appropriate) shall not make such a request more than once every three months unless, in the belief of the Note TrusteeBeneficiaries or the Funding Security Trustees (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager default under the terms of the debt instruments of each Further Funding Company or a Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shallServicer agrees to co-operate fully and to do all such further acts and things as may be necessary or desirable, at and to provide all information in its possession necessary for any reporting obligation to enable the request Issuer, Funding 1 and the Mortgages Trustee to comply with their obligations to assist the Seller (as originator) to comply with the requirements of Article 7 of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementSecuritisation Regulation.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. The Issuer shall, as soon as possible but not later than 5 (five) Business Days (unless otherwise specified) from the occurrence of any of the events set out below:
(a) The Current Issuer Cash Manager shall provide inform the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Debenture Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies if it has notice of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to event which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan constitutes an Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to Material Adverse Effect, specifying the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make nature of such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Material Adverse Effect and any steps the Issuer Cash Manager Termination Event shall have occurred has taken or proposes to take to remedy the same;
(b) inform the Debenture Trustee if the Sponsor has taken or consented to take any action towards its reorganisation;
(c) promptly inform the Debenture Trustee if it has notice of any application for winding up having been made or any statutory notice of winding up is given to the Issuer under the Act or otherwise of any suit or other legal process intended to be filed or initiated against the Issuer and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision affecting title of the Current Issuer Cash Management Services under the other terms to its properties or if a receiver is appointed of this Agreement.any of its properties or business or undertaking;
(d) After becoming aware promptly inform the Debenture Trustee of the happening of any labour strikes, lockouts, shut-downs, fires or any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details likely to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse substantial effect on the ability of Issuer's profits or business and the Current Issuer Cash Manager to perform its obligations hereunder.reasons thereof;
(e) The Current promptly inform the Debenture Trustee of any loss or damage, which the Issuer Cash Manager shallmay suffer due to Force Majeure Events against which the Issuer may not have insured its properties;
(f) promptly inform the Debenture Trustee of any change in its name, any change in the composition of its Board of Directors or change in the conduct of its business prior to such change being effected;
(g) submit to the Debenture Trustee:
(i) within 60 (sixty) days from the end of each Fiscal Quarter, its unaudited quarterly management information reports, including profit and loss, balance sheet and cash flow statements and a comparison with the previous year's performance for that Fiscal Quarter; and
(ii) within 180 (one hundred and eighty) days from the end of each Fiscal Year, its duly audited annual accounts (including profit and loss statement, balance sheet and cash flow statement) for that Fiscal Year; Provided that:
(A) each set of financial statements delivered by the Issuer pursuant to this Clause 11.2(e) shall be certified by a director of the Issuer as fairly representing its financial condition as at the date on which those financial statements were drawn up;
(B) the Issuer shall procure that each set of its financial statements delivered pursuant to this Clause 11.2(e) is prepared using GAAP; and
(C) the Issuer shall not change its Fiscal Year or or methodology for preparing financial statements without the written consent of the Debenture Trustee, unless required by Applicable Law;
(iii) within 15 (fifteen) days from the date of issue or receipt, a copy of all notices/certificate/reports issued to or received from the Auditors; and
(iv) copies of all communication/reports/information submitted to the Existing Lenders;
(h) provide to the Debenture Trustee such further information regarding the financial condition, business and operations of the Issuer as the Debenture Trustee may reasonably request;
(i) provide to the Debenture Trustee notice of any change in authorised signatories of the Issuer signed by a director or company secretary of the Issuer accompanied by specimen signatures of any new authorised signatories;
(j) forward the details of utilisation of funds raised through the issue of Debentures duly certified by an independent practicing chartered accountant, to the Debenture Trustee within 60 (sixty) Business Days from the Deemed Date of Allotment;
(k) furnish reports to the Debenture Trustee within 30 (thirty) Business Days from the end of each Fiscal Quarter containing the following particulars:
(i) updated list of the names and addresses of the Debenture Holders;
(ii) details of any payment due, but unpaid and reasons thereof;
(iii) the details and nature of grievances received from the Debenture Holders and resolved (if at all) by the Issuer;
(iv) confirmation that it is in compliance with any directions given by the Debenture Trustee; and
(v) details of the shareholding pattern of the Issuer and the names of directors; and
(l) upon the request of the Note Trustee, furnish Debenture Trustee such documentation and other evidence as is reasonably requested by the Note Debenture Trustee and the Rating Agencies with (including on behalf of any prospective new Debenture Holders) in order for such Debenture Holders or any prospective new Debenture Holders to conduct any "know your customer" or other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services similar procedures under the other terms of this Agreement.Applicable Law;
Appears in 1 contract
Samples: Debenture Trust Deed
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursInvestor Reports.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and notify the Rating Agencies copies in writing of the details of any annual returns proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a report provided under paragraph (a)) and, such other information relating to its mortgage business and financial statements referred condition as the Rating Agencies may reasonably request in connection with the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer’s day to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after day provision of the preparation thereofServices under the other terms of this Agreement. For greater certainty, any failure by the Guarantor to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
(c) The Current Issuer Cash Manager Servicer shall notify make available upon request to the Guarantor and the Bond Trustee monthly a report stored upon electronic media including, but not limited to, a CD-ROM in a form acceptable to the Guarantor containing information regarding the Loans and their Related Security comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower’s name and the postal code of the relevant Property and the funding date of the relevant Mortgage.
(d) The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor and the Bond Trustee, furnish the Guarantor, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Note Programme, provided that the Guarantor or the Bond Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)appropriate) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Issuer With the assistance of the Servicer, the Cash Manager Manager, shall provide the Current IssuerServicer for so long as the Notes are outstanding with:
(i) a monthly investor report in respect of the relevant Collection Period which shall (A) as required by and in accordance with Articles 7(1)(e) and 43(8) of the Securitisation Regulation, from the Note TrusteeClosing Date and prior to the relevant technical standards being prepared under the Securitisation Regulation coming into effect, contain at least the Seller and information set out in Annex VIII of the Rating Agencies quarterly with a report in, or Delegated Regulation (EU) No 2015/3 (in substantially in, the form set out in Schedule 3 (Form of Investor Report) (B) following the relevant technical standards being prepared under the Securitisation Regulation coming into effect, be in respect of such format as agreed between the Current Issuer, the Servicer and the Cash Manager (the Investor Report). Such quarterly Each such monthly report shall be delivered made available to the Current Issuer, Servicer and (subject to the Note Trustee written consent of the Servicer) any other person requesting such report provided that the Cash Manager shall (upon its request), assuming delivery by the Servicer of the Servicer Report by no later than the sixth Business Day of that month) provide the Investor Report in substantially final form by no later than each relevant Calculation Date and the final Investor Report by no later than one Business Day following each relevant Calculation Date. The first Investor Report shall disclose the amount of Notes: (i) privately placed with investors which are not the Seller or part of the Seller's Group, (ii) retained by the Seller or by a member of the Seller's Group and (iii) publicly placed with investors which are not in the Seller's Group (and the Rating Agencies Seller shall provide such information to the Cash Manager by no later than the last fourth Business Day of the month in which each Payment Date occursthe first Investor Report is due to be delivered). In relation to any Notes initially retained by a member of the Seller's Group but subsequently placed with investors which are not in the Seller's Group, the occurrence of such placement shall be disclosed in the next Investor Report to the extent possible (and, to the extent possible, the Seller shall provide such information to the Cash Manager as soon as reasonably practicable after such placement);
(ii) following the technical standards required under the Securitisation Regulation coming into effect (as notified to the Cash Manager by the Servicer), with the assistance of the Servicer, prepare a monthly investor report in respect of the relevant Collection Period as required by and in accordance with Article 7(1)(e) of the Securitisation Regulation in such format as agreed between the Issuer, the Servicer and the Cash Manager and make available such report to the Servicer (the SR Investor Report); and
(iii) on receipt from the Issuer (or the Servicer on its behalf) or the Seller of the applicable information in the form agreed between the Issuer, the Seller and the Cash Manager, the Cash Manager will prepare Annex XIV Inside Information or Significant Event Information required to be reported pursuant to Article 7(1)(f) or 7(1)(g) (as applicable) of the Securitisation Regulation and make available such information to the Servicer (the SR Inside Information and Significant Event Report).
(b) The Current Issuer Cash Manager shall provide, or procure provide the provision of, to the Current IssuerRating Agencies, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to Issuer, as applicable, in Clause 8.4 (Statutory Obligations) writing as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) with any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request and the Issuer or Security Trustee (as applicable) may request and which the Cash Manager can reasonably obtain in connection with its obligations under this Agreement, PROVIDED THAT provided that the Note Security Trustee shall not make such a request more than once every three months unless, in the belief reasonable opinion of the Note TrusteeIssuer or Security Trustee (as applicable), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note an Event of Default or a Current Issuer Cash Manager Termination Event shall have has occurred and is continuing or may reasonably be expected to occurcontinuing, and PROVIDED FURTHER THAT any provided further that such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(dc) After becoming aware The Cash Manager shall, as soon as reasonably practicable upon receiving a request from the Issuer and/or the Security Trustee and provided that it has all information necessary to enable it to do so, calculate and provide to the Issuer and the Security Trustee:
(i) the Optional Purchase Price (or where such calculation is made prior to the Calculation Date immediately preceding the Optional Purchase Completion Date, an estimate of any event described in paragraph (c)(i) or the Optional Purchase Price); and/or
(ii) above(if the Optional Purchase Price provided to the Beneficial Title Transferee in the Counter Notice is an estimated Optional Purchase Price) the definitive Optional Purchase Price.
(d) The Servicer shall publish each Investor Report, each SR Investor Report and any SR Inside Information and Significant Event Report provided by the Cash Manager on the European DataWarehouse website at xxxxx://xxxxxx.xxxxxx.xx/home and shall make each Investor Report, each SR Investor Report and any SR Inside Information and Significant Event Report available to the Noteholders and Certificateholders, relevant competent authorities and, upon request, to potential investors in the Notes no later than one month following the Interest Payment Date following the Collection Period to which it relates. The Servicer shall also provide or make available each Investor Report, each SR Investor Report and any SR Inside Information and Significant Event Report to the Issuer, the Current Issuer Cash Manager shall give details to Security Trustee, the Current Issuer Servicer and the Note Trustee of any pending legal action and any judgments given in respect of Rating Agencies for so long as the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunderNotes are outstanding.
(e) The Current Issuer Cash Manager shallshall publish each Investor Report, each SR Investor Report and any SR Inside Information and Significant Event Report on the website at xxxxx.xxxxxx.xxx.
(f) The Cash Manager agrees to co-operate fully and to do all such further acts and things as may be necessary or desirable, and to provide all information in its possession necessary for any reporting obligation and which is reasonably practicable to disclose, to enable the request Servicer and the Issuer to comply with their obligations to assist the Issuer to comply with the requirements of Article 7 of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating Securitisation Regulation. Without prejudice to its business and financial condition as the Note Trustee may request in connection with obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing has no liability or may reasonably be expected to occurresponsibility for any breaches under the Securitisation Regulation, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere responsibility for which lies solely with the Current Issuer Cash Manager's day-to-day provision of and the Current Issuer Cash Management Services under the other terms of this AgreementSeller.
Appears in 1 contract
Samples: Cash Management Agreement
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursInvestor Reports.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and notify the Rating Agencies copies in writing of the details of any annual returns proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a report provided under paragraph (a)) and, such other information relating to its mortgage business and financial statements referred condition as the Rating Agencies may reasonably request in connection with the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer’s day to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after day provision of the preparation thereofServices under the other terms of this Agreement. For greater certainty, any failure by the Servicer to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
(c) The Current Issuer Cash Manager Servicer shall notify make available upon request to the Guarantor and the Bond Trustee monthly a report stored upon electronic media including, but not limited to, a CD- ROM in a form acceptable to the Guarantor containing information regarding the Loans and their Related Security comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower’s name and the postal code of the relevant Property and the funding date of the relevant Mortgage.
(d) The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor and the Bond Trustee, furnish the Guarantor, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Note Programme, provided that the Guarantor or the Bond Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)appropriate) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall Administrator shall, within ten (10) Business Days following each Payment Date, provide the Current Issuer, the Note Mortgages Trustee, the Seller and Beneficiaries, the Rating Agencies quarterly Agencies, the Lead Manager, Bloomberg L.P. (unless otherwise prohibited by law) and any other party as the Mortgages Trustee may direct with a report in, or substantially in, the form set out in Schedule 3 in respect 2 (Form of Investors' Quarterly Report) hereto (or such other form reasonably requested by the Current Issuer. Such quarterly report shall be delivered to Mortgages Trustee and approved by the Current Issuer, the Note Trustee (upon its request), the Seller Beneficiaries and the Rating Agencies by Agencies) and shall assist the last Business Day Cash Manager in the production of quarterly reports substantially in the forms set out in Schedule 3 of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Administrator shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Mortgaged Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under subparagraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)a) above) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes of any Issuer and other matters contemplated by the Transaction, provided that such request does not adversely interfere with the Administrator's day to day provision of the Services under the other terms of this Agreement.
(c) The Administrator shall, PROVIDED THAT at the Note request of Funding and the Security Trustee or Funding 2 and the Funding 2 Security Trustee (where the Administrator is the Seller) and at the request of any of the Beneficiaries (where the Administrator is no longer the Seller), furnish Funding and the Security Trustee and/or Funding 2 and the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding and the Security Trustee and/or Funding 2 and the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Notes of any Issuer and other matters contemplated by the Transaction, provided that Funding and the Security Trustee or Funding 2 and the Funding 2 Security Trustee or the Beneficiaries (as is appropriate) shall not make such a request more than once every three months unless, in the belief of Funding and the Note TrusteeSecurity Trustee or Funding 2 and the Funding 2 Security Trustee or the Beneficiaries (as is appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event pursuant to Clause 19 (Termination) herein shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Administration Agreement (Granite Finance Trustees LTD)
Information Covenants. (a) The Current Issuer Cash Manager Servicer shall provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries and the Rating Agencies Agencies
(i) monthly with a report including the information described in clause 12.4(d) below and (ii) quarterly with a report inincluding information to the extent required by and in accordance with Articles 7(1)(a) and 7(1)(e) of the UK Securitisation Regulation and to comply with the Bank of England's transparency requirements for residential mortgage backed securities, or and shall assist the Cash Manager in the production of quarterly reports substantially in, in the form forms set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsa)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and any other nationally recognized statistical rating organization (as defined in the Note Trustee U.S. Credit Rating Agency Reform Act of 2006) to the extent required by, and subject to the certification conditions under, Rule 17g- 5(a)(3) of the Exchange Act may reasonably request in connection with the ratings of the Rated Master Issuer Notes and any New Rated Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, at the request of Funding and the Security Trustee (where the Servicer is the Seller) and at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding, the Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to the business and financial condition of the Servicer and/or any person to whom the Servicer has subcontracted or delegated part of its obligations under this Agreementhereunder, PROVIDED THAT as it may be reasonable for Funding, the Note Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Rated Master Issuer Notes and any New Rated Notes and other matters contemplated by the Transaction Documents, provided that Funding, the Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding, the Note TrusteeSecurity Trustee or the Beneficiaries (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware Subject to any applicable law or contrary instruction from the Beneficiaries, the Servicer shall furnish to each beneficial owner of any event described in paragraph Notes (c)(ian Investor) or monthly reports on the Portfolio (the Monthly Reports). The Servicer, upon request by an Investor, shall also furnish previous Monthly Reports to such Investor. Each such report shall include information:
(i) about any Loans repurchased pursuant to clause 8.11 of the Mortgage Sale Agreement;
(ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given (in respect of Notes issued after 1 January 2019) to the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability extent required to comply with Article 7(1)(a) and 7(1)(e) of the Current Issuer Cash Manager UK Securitisation Regulation;
(iii) (in respect of Notes issued after 1 January 2019) about the risk retained by the Seller and which of the modalities provided for in Article 6(3) of the UK Securitisation Regulation is being applied; and
(iv) to perform its obligations hereunderthe extent required to comply with the Bank of England's transparency requirements for residential mortgage backed securities.
(e) The Current For the purposes of Clause 12.4(d), the Servicer is entitled to assume that any person who has delivered to the Servicer a certificate in the form of Schedule 2 is an Investor, and that any other person is not an Investor.
(f) Subject to any applicable law or contrary instruction from both (and, for the avoidance of doubt, not one only) of the Beneficiaries acting together, the Servicer will make reasonable efforts to make available to Investors Monthly Reports (including previous Monthly Reports) in an electronic format acceptable to the Security Trustee such as "Bloomberg".
(g) Subject to any applicable law or contrary instruction from the Beneficiaries, the Servicer shall furnish to each beneficial owner of any Notes (in respect of any Series of Master Issuer Cash Manager shallNotes for which the Seller has given an EU Securitisation Regulation Undertaking and (i) for so long as each such Class of such Series of Master Issuer Notes is outstanding or (ii) until such time when a competent EU authority has confirmed (in the form of enacted (or otherwise binding) legislation, regulation or policy statement) that the satisfaction of the UK Transparency Requirements will also satisfy the EU Transparency Requirements due to the application of an equivalency regime or similar analogous concept), the following reports:
(i) a quarterly investor report (in the form prescribed as at the request date of Issue of such Series of Master Issuer Notes under the EU Securitisation Regulation or, to the extent the form prescribed pursuant to the EU Securitisation Regulation is amended after the date of Issue of such Series of Master Issuer Notes, as otherwise adopted by the Seller from time to time) on each Interest Payment Date or shortly thereafter (and at the latest one month after the relevant Interest Payment Date) in accordance with Article 7(1)(e) of the Note Trustee, furnish EU Securitisation Regulation as such regulation is in force at the Note Trustee date of Issue of such Series of Master Issuer Notes;
(ii) certain loan-by-loan information in relation to the Portfolio as required by and in accordance with Article 7(1)(a) of the Rating Agencies with EU Securitisation Regulation as such other information relating to its business and financial condition regulation is in force as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make at date of Issue of such a request more than once every three months unless, Series of Master Issuer Notes (in the belief form prescribed as at the date of Issue of such Series of Master Issuer Notes under the EU Securitisation Regulation or, to the extent the form prescribed pursuant to the EU Securitisation Regulation is amended after the date of Issue of such Series of Master Issuer Notes, as otherwise adopted by the Seller from time to time) on a quarterly basis (at the latest one month after the relevant interest payment date and simultaneously with the investor report provided pursuant to paragraph (a) above); and
(iii) any information required to be reported pursuant to Articles 7(1)(f) or 7(1)(g) (as applicable) of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event EU Securitisation Regulation (as defined such regulation is in Clause 12.1 (Current force as at the date of Issue of such Series of Master Issuer Cash Manager Termination Events)Notes) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementwithout delay.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. 13.2.1 The Issuer shall:
(a) The Current Issuer Cash Manager without being requested to do so, promptly inform the Bond Trustee in writing of any Event of Default, any event or circumstance which could reasonably be expected to lead to an Event of Default and any other event which could reasonably be expected to have a Material Adverse Effect;
(b) of its own accord make management and financial reports (quarterly, written in English) available to the Trustee and on its web pages for public distribution not later than 120 days after the end of the financial year and not later than 60 days after the end of the relevant interim period (each a “Reporting Date”). Such reports shall provide be prepared in accordance with GAAP, and include a profit and loss account, balance sheet, cash flow statement and management commentary or report from the Current Board of Directors;
(c) at the request of the Bond Trustee, report the balance of the Issuer’s Bonds;
(d) without being requested to do so, send the Bond Trustee copies of any statutory notifications of the Issuer, including but not limited to in connection with mergers, de-mergers and reduction of the Note TrusteeIssuer’s share capital or equity;
(e) if the Bonds are listed on an Exchange, without being requested to do so, send a copy to the Bond Trustee of its notices to the Exchange;
(f) if the Issuer and/or the Bonds are rated, without being requested to do so, inform the Bond Trustee of its and/or the rating of the Bond Issue, and any changes to such rating;
(g) without being requested to do so, inform the Bond Trustee of changes in the registration of the Bonds in the Securities Depository (however, the Seller Bond Trustee is entitled to receive such information from the Securities Depository or Paying Agent directly); and
(h) within a reasonable time, provide such information about the Issuer’s business, assets and financial condition as the Rating Agencies quarterly Bond Trustee may reasonably request.
13.2.2 The Issuer shall in connection with the publication of its financial reports under Clause 13.2.1(b), confirm to the Bond Trustee in writing the Issuer’s compliance with the covenants in this Clause 13, unless the Bond Trustee explicitly waives such requirement. Such confirmation shall be undertaken in a report incertificate, or substantially in, in the form set out in Schedule 3 in respect Attachment 1 hereto, signed by the Chief Executive Officer or Chief Financial Officer of the Current IssuerIssuer (a “Compliance Certificate”). Such quarterly report shall be delivered to In the Current Issuerevent of non-compliance, the Note Trustee (upon its request)Compliance Certificate shall describe the non-compliance, the Seller and reasons therefore as well as the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to steps which the Current Issuer is a party has taken and of which it is or becomes aware, (ii) will take in order to rectify the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's daynon-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementcompliance.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Information Covenants. (a) The Current Issuer Servicer shall, on or prior to each Monthly Pool Date, provide the Cash Manager shall provide and Issuer with the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursServicer Report.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer it is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of the Security Trustee and at the request of the Seller, furnish the Security Trustee and/or the Seller (as appropriate) with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee and/or the Seller (as appropriate) to request in connection with the matters contemplated by the Transaction Documents, provided that the Security Trustee and/or the Seller (as appropriate) shall not make such a request more than once every three months unless, in the belief opinion of the Note Security Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note an Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT occur in which event the Security Trustee may request such information at any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementtime.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details provide to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as an updated pool cut outlining the Note Trustee may request in connection with this Agreement, PROVIDED THAT details of the Note Trustee shall not make such a request more than once every three months unless, Loans in the belief Portfolio on the day falling five (5) Business Days after the Monthly Test Date falling in December of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined each year starting in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement2018.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (4.7.1. The Issuer undertakes to:
a) The Current Issuer Cash Manager shall provide without being requested to do so, inform the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Bond Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies promptly of any annual returns or financial statements referred Event of Default pursuant to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies this Bond Agreement, and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to situation which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note understands could lead to an Event of Default,
b) without being requested to do so, inform the Bond Trustee of any other event which may have a material effect on the Issuer’s ability to fulfil its obligations pursuant to this Bond Agreement,
c) without being requested to do so, inform the Bond Trustee if the Issuer intends to sell or dispose of all or a substantial part of its assets or operations or change the nature of its business,
d) upon request, provide the Bond Trustee with its annual and interim reports and any other information reasonably required by the Bond Trustee,
e) upon request report to the Bond Trustee the balance of Issuer’s Bonds,
f) without being requested to do so, provide a copy to the Bond Trustee of any notice to its creditors to be made according to applicable laws and regulations,
g) without being requested to do so, send a copy to the Bond Trustee of notices to the Exchange which have relevance to the Issuer’s liabilities pursuant to this Bond Agreement, h) without being requested to do so, inform the Bond Trustee of changes in the registration of the Bonds in the Securities Register,
i) without being requested to do so, annually in connection with the release of its annual report, or a Current upon request, confirm to the Bond Trustee compliance with any covenants set forth in this Bond Agreement, and j) without being requested to do so, immediately inform the Bond Trustee if Change of Control has occurred. The supply of information according to the Bond Agreement is valid only if the information does not violate any contract which the Issuer Intercompany Loan has entered into with an exchange or other market place and if such information does not in any way violate for the Issuer applicable law or authority regulations, however this will not prevent the Issuer to discuss confidential matters with the Bond Trustee (after entering into the necessary non- disclosure agreements or insiders statement, if applicable), and will not apply when an Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementhas occurred.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Bond Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies a quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered Funding 1 to the Current any Funding 1 Issuer, Funding 1, the Note Trustee (upon its request)Funding 1 Security Trustee, the Seller and the Rating Agencies by and a quarterly report in, or substantially in the last Business Day form set out in Schedule 4 in respect of Funding 2 to the month in which each Payment Date occursMaster Issuer, Funding 2, the Funding 2 Security Trustee, the Seller and the Rating Agencies.
(b) The Current Issuer Cash Manager shall provide a quarterly report in, or substantially in, the form set out in Schedule 5 in respect of the Trust Property to the Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies.
(c) The Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding 1, Funding 2, the Note Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 9.4 as soon as reasonably practicable after the preparation thereof.
(cd) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note an Intercompany Loan Event of Default, or a Current Issuer Master Intercompany Loan Event of Default, Potential Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Mater Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Funding 1 Security Trustee and the Funding 2 Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Funding 1 Security Trustee and the Funding 2 Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Funding 1 Security Trustee and/or the Funding 2 Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Master Intercompany Loan Event of Default, a Note Event of Default in respect of any Funding 1 Issuer or a Current Issuer the Master Issuer, or Cash Manager Termination Event (as defined in Clause 13.1) shall have occurred and is continuing or may reasonably be expected to occura Potential Intercompany Loan Event of Default, Potential Master Intercompany Loan Event of Default or a Potential Note Event of Default in respect of any Funding 1 Issuer or the Master Issuer shall have occurred and is continuing PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Funding 1 Security Trustee and the Funding 2 Security Trustee, furnish the Note Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Funding 1 Security Trustee may and the Funding 2 Security Trustee to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Cash Management Agreement (Permanent Funding (No. 2) LTD)
Information Covenants. (a) The Current Issuer Servicer shall, on or prior to each Monthly Pool Date, provide the Cash Manager shall provide and Issuer with the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursServicer Report.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer it is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of the Security Trustee and at the request of the Seller, furnish the Security Trustee and/or the Seller (as appropriate) with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee and/or the Seller (as appropriate) to request in connection with the matters contemplated by the Transaction Documents, provided that the Security Trustee and/or the Seller (as appropriate) shall not make such a request more than once every three months unless, in the belief opinion of the Note Security Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note an Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT occur in which event the Security Trustee may request such information at any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementtime.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details provide to the Current Issuer and Rating Agencies an updated pool cut outlining the Note Trustee of any pending legal action and any judgments given in respect details of the Current Issuer Cash Manager if it could have a potential material adverse effect Loans in the Portfolio on the ability day falling five (5) Business Days after the Monthly Test Date falling in December of the Current Issuer Cash Manager to perform its obligations hereundereach year starting in 2021.
(e) The Current Issuer Servicer shall provide to the Cash Manager shall, at all information in its possession necessary for any reporting obligation to be undertaken by the request Cash Manager on behalf of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request Issuer in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere accordance with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementUK Securitisation Regulation.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Issuer Cash Manager Servicer shall provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries, each Manager (as set out in each Issuer Master Definitions and Construction Schedule) (if requested by such Manager to do so) and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule SCHEDULE 2 and shall assist the Cash Manager in the production of quarterly reports substantially in the forms set out in SCHEDULE 3 in respect of the Current IssuerCash Management Agreement. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsa)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(b) The Servicer shall, PROVIDED THAT at the Note request of Funding 1 and the Security Trustee (where the Servicer is the Seller) and at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding 1, the Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding 1, the Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that Funding 1, the Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding 1, the Note TrusteeSecurity Trustee or the Beneficiaries (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(dc) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details make available to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect beneficial owners of the Current Issuer Cash Manager if it could Notes, who have provided beneficial ownership certification as described herein, on a potential material adverse effect on monthly basis a report containing information about the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, loans in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementMortgages Trust.
Appears in 1 contract
Samples: Servicing Agreement (Permanent Mortgages Trustee LTD)
Information Covenants. In consideration of the Sukukholders from time to time subscribing for the Sukuk Ijarah, the Issuer hereby irrevocably and unconditionally undertakes and covenants, to the Sukuk Trustee for the benefit of all Sukukholders and as an integral part of the terms and conditions of the Sukuk Ijarah that for so long as any monies remains to be paid under the Sukuk Ijarah and the Transaction Documents, it shall deliver to the Sukuk Trustee the following:
(a) The Current Issuer Cash Manager its and PCB’s semi-annual unaudited management accounts within ninety (90) days from the end of each half year which shall provide contain the Current Issuerincome statement, the Note Trustee, the Seller balance sheet and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect cashflow statement of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller Issuer and the Rating Agencies PCBwhich are duly certified by the last Business Day any one of the month in which each Payment Date occurs.Directors;
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee its and the Rating Agencies copies of any annual returns or PCB’s year-end audited financial statements referred to within one hundred and eighty (180) days from its financial year end which shall contain the income statement, balance sheet and cash flow statement of the Issuer and PCB, and which are audited in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after accordance with the preparation thereof.generally accepted accounting standards in Malaysia by independent certified public accountants;
(c) The Current Issuer Cash Manager shall notify promptly and in any event no later than thirty (30) business days, after receipt of such request from the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareSukuk Trustee, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager its and PCB’s business, affairs and financial condition as the Rating Agencies and the Note Trustee may from time to time be reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request requested by the Note Sukuk Trustee does not adversely interfere with in order to discharge its duties and obligations as Sukuk Trustee to the Current Issuer Cash Manager's day-to-day provision of Sukukholders, to the Current Issuer Cash Management Services under the other terms of this Agreement.extent permitted by law; and
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, its quarterly status report on the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect construction progress of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.Project;
(e) The Current Issuer Cash Manager shall, at its quarterly update on the request status of the Note Trustee, furnish presentation of the Note Trustee Land Charge for registration and as and when there is any new update or development on the Rating Agencies with such other information relating status of the issuance of the issue document of title to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, New Land in the belief Issuer’s name (in the event that the same has not been issued in the Issuer’s name prior to the date of this Trust Deed);
(f) in the event that PDC has extended the time for completion of the Note Project on the Project Land pursuant to the relevant PDA, documentary evidence evidencing such extension by PDC;
(g) within one hundred and eighty (180) days after each of its financial year end, deliver to the Sukuk Trustee, a Current Issuer Intercompany Loan certificate in or substantially in the form as set out in the Fourth Schedule hereto signed by its Authorised Signatory confirming that it has complied with all its obligations under the Transaction Documents and the terms and conditions of the Sukuk Ijarah and that there did not exist or had not existed, from the date the Sukuk Ijarah were issued or date of the previous certificate as the case may be, any Events of Default or enforcement, where applicable and if such is not the case, to specify the same with details of the same and the steps taken to remedy the Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event ; and
(as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)h) shall have occurred and is continuing or Any information which the Sukuk Trustee may reasonably be expected require from time to occur, time in order to discharge its duties and PROVIDED FURTHER THAT any such request of obligations under this Trust Deed relating to the Note Trustee does not adversely interfere with Issuer and PCB’s affairs to the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementextent permitted by law.
Appears in 1 contract
Samples: Trust Deed
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding 1, Funding 2, the Note Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 9.4 as soon as reasonably practicable after the preparation thereof.
(cb) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note an Intercompany Loan Event of Default, or a Current Issuer Master Intercompany Loan Event of Default, Potential Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Master Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and and/or the Note Funding 1 Security Trustee and/or the Funding 2 Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT neither the Note Funding 1 Security Trustee nor the Funding 2 Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Funding 1 Security Trustee and/or the Funding 2 Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Master Intercompany Loan Event of Default (respectively) and/or a Note Event of Default in respect of any Funding 1 Issuer or the Master Issuer (respectively) or Cash Manager Termination Event (as defined in Clause 13.1) shall have occurred and is continuing or may reasonably be expected to occur, a Potential Intercompany Loan Event of Default or Potential Master Intercompany Loan Event of Default (respectively) and/or a Potential Note Event of Default in respect of any Funding 1 Issuer or the Master Issuer (respectively) shall have occurred and is continuing PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(ec) The Current Issuer Cash Manager shall, at the request of the Note Funding 1 Security Trustee or the Funding 2 Security Trustee, furnish the Note Funding 1 Security Trustee, the Funding 2 Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Funding 1 Security Trustee may and/or the Funding 2 Security Trustee to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Cash Management Agreement
Information Covenants. (a) The Current Issuer Cash Manager Servicer shall provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries and the Rating Agencies (i) monthly with a report including the information described in clause 12.4(d) below and (ii) quarterly with a report inincluding information to the extent required by and in accordance with Articles 7(1)(a) and 7(1)(e) of the Securitisation Regulation and to comply with the Bank of England's transparency requirements for residential mortgage backed securities, or and shall assist the Cash Manager in the production of quarterly reports substantially in, in the form forms set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsa)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and any other nationally recognized statistical rating organization (as defined in the Note Trustee U.S. Credit Rating Agency Reform Act of 2006) to the extent required by, and subject to the certification conditions under, Rule 17g-5(a)(3) of the Exchange Act may reasonably request in connection with the ratings of the Rated Master Issuer Notes and any New Rated Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, at the request of Funding and the Security Trustee (where the Servicer is the Seller) and at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding, the Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to the business and financial condition of the Servicer and/or any person to whom the Servicer has subcontracted or delegated part of its obligations under this Agreementhereunder, PROVIDED THAT as it may be reasonable for Funding, the Note Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Rated Master Issuer Notes and any New Rated Notes and other matters contemplated by the Transaction Documents, provided that Funding, the Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding, the Note TrusteeSecurity Trustee or the Beneficiaries (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware Subject to any applicable law or contrary instruction from the Beneficiaries, the Servicer shall furnish to each beneficial owner of any event described in paragraph Notes (c)(ian Investor) or monthly reports on the Portfolio (the Monthly Reports). The Servicer, upon request by an Investor, shall also furnish previous Monthly Reports to such Investor. Each such report shall include information:
(i) about any Loans repurchased pursuant to clause 8.11 of the Mortgage Sale Agreement;
(ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given (in respect of Notes issued after 1 January 2019) to the Current Issuer Cash Manager if it could have a potential material adverse effect on extent required to comply with Article 7(1)(a) and 7(1)(e) of Regulation (EU) 2017/2402 (the ability Securitisation Regulation);
(iii) (in respect of Notes issued after 1 January 2019) about the risk retained by the Seller and which of the Current Issuer Cash Manager modalities provided for in Article 6(3) of the Securitisation Regulation is being applied; and
(iv) to perform its obligations hereunderthe extent required to comply with the Bank of England's transparency requirements for residential mortgage backed securities.
(e) The Current Issuer Cash Manager shallFor the purposes of Clause 12.4(d), at the request Servicer is entitled to assume that any person who has delivered to the Servicer a certificate in the form of Schedule 2 is an Investor, and that any other person is not an Investor.
(f) Subject to any applicable law or contrary instruction from both (and, for the avoidance of doubt, not one only) of the Note TrusteeBeneficiaries acting together, furnish the Note Servicer will make reasonable efforts to make available to Investors Monthly Reports (including previous Monthly Reports) in an electronic format acceptable to the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement"Bloomberg".
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. The Company shall furnish to the Purchaser:
(a) The Current Issuer Cash Manager shall provide Within ninety (90) days after the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect end of each fiscal year of the Current Issuer. Such quarterly report Company, (i) the audited consolidated and consolidating balance sheets of the Company and its Subsidiaries at the end of such year, and (ii) the related audited consolidated and consolidating statements of income, shareholders' equity and cash flows for such fiscal year, setting forth in comparative form with respect to such financial statements figures for the previous fiscal year, all in reasonable detail, together with the opinion thereon of independent public accountants selected by the Company and reasonably satisfactory to the Purchaser (it being understood that the current accountants of the Company are satisfactory to the Purchaser), which opinion shall be delivered unqualified and shall state that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year (except for changes, if any, which shall be specified and approved by the Purchaser in advance of the delivery of such opinion) and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; PROVIDED, HOWEVER, that such accountants' certification may be limited to the Current Issuerconsolidated financial statements, in which case the Note Trustee consolidating financial statements shall be certified by the Chief Financial Officer of the Company; PROVIDED FURTHER, HOWEVER, that the Company shall not be required to furnish to the Purchaser the information set forth in this clause (upon its requesta) if the Company is required to file with the SEC, at the time such information is required to be furnished to the Purchaser under this clause (a), the Seller information, documents and other reports required to be filed with the Rating Agencies by the last Business Day SEC pursuant to Section 13, 14 or 15(d) of the month in which each Payment Date occurs.Exchange Act;
(b) The Current Issuer Cash Manager shall provideWithin forty-five (45) days after the end of each of the first three (3) quarterly accounting periods in each fiscal year of the Company, or procure (i) the provision ofunaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such period, and (ii) the related unaudited consolidated and consolidating statements of income and cash flows for such period and for the period from the beginning of the current fiscal year to the Current Issuerend of such period, all in reasonable detail and signed by the Chief Financial Officer of the Company; PROVIDED, HOWEVER, that the Company shall not be required to furnish to the Purchaser the information set forth in this clause (b) if the Company is required to file with the SEC, at the time such 63 information is required to be furnished to the Purchaser under this clause (b), the Note Trustee information, documents and other reports required to be filed with the Rating Agencies copies SEC pursuant to Section 13, 14 or 15(d) of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.Exchange Act;
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.[Intentionally Omitted]
Appears in 1 contract
Samples: Securities Purchase Agreement (Consumer Portfolio Services Inc)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuershall, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
possible but not later than 5 (cfive) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of Business Days (iunless otherwise specified) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) from the occurrence of a Current Issuer Note Event any of Default, or a Current Issuer Intercompany Loan the events set out below: inform the Debenture Trustee if it has notice of any event which constitutes an Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to Material Adverse Effect, specifying the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make nature of such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or Material Adverse Effect and any steps the Issuer has taken or proposes to take to remedy the same; inform the Debenture Trustee if the Sponsor has taken or consented to take any action towards its reorganisation; promptly inform the Debenture Trustee if it has notice of any application for winding up having been made or any statutory notice of winding up is given to the Issuer under the Act or otherwise of any suit or other legal process intended to be filed or initiated against the Issuer and affecting title of the Issuer to its properties or if a Current receiver is appointed of any of its properties or business or undertaking; promptly inform the Debenture Trustee of the happening of any labour strikes, lockouts, shut-downs, fires or any event likely to have a substantial effect on the Issuer's profits or business and the reasons thereof; promptly inform the Debenture Trustee of any loss or damage, which the Issuer Cash Manager Termination Event may suffer due to Force Majeure Events against which the Issuer may not have insured its properties; promptly inform the Debenture Trustee of any change in its name, any change in the composition of its Board of Directors or change in the conduct of its business prior to such change being effected; submit to the Debenture Trustee: within 60 (sixty) days from the end of each Fiscal Quarter, its unaudited quarterly management information reports, including profit and loss, balance sheet and cash flow statements and a comparison with the previous year's performance for that Fiscal Quarter; and within 180 (one hundred and eighty) days from the end of each Fiscal Year, its duly audited annual accounts (including profit and loss statement, balance sheet and cash flow statement) for that Fiscal Year; Provided that: each set of financial statements delivered by the Issuer pursuant to this Clause 11.2(e) shall have occurred be certified by a director of the Issuer as fairly representing its financial condition as at the date on which those financial statements were drawn up; the Issuer shall procure that each set of its financial statements delivered pursuant to this Clause 11.2(e) is prepared using GAAP; and is continuing the Issuer shall not change its Fiscal Year or or methodology for preparing financial statements without the written consent of the Debenture Trustee, unless required by Applicable Law; within 15 (fifteen) days from the date of issue or receipt, a copy of all notices/certificate/reports issued to or received from the Auditors; and copies of all communication/reports/information submitted to the Existing Lenders; provide to the Debenture Trustee such further information regarding the financial condition, business and operations of the Issuer as the Debenture Trustee may reasonably be expected request; provide to occurthe Debenture Trustee notice of any change in authorised signatories of the Issuer signed by a director or company secretary of the Issuer accompanied by specimen signatures of any new authorised signatories; forward the details of utilisation of funds raised through the issue of Debentures duly certified by an independent practicing chartered accountant, to the Debenture Trustee within 60 (sixty) Business Days from the Deemed Date of Allotment; furnish reports to the Debenture Trustee within 30 (thirty) Business Days from the end of each Fiscal Quarter containing the following particulars: updated list of the names and PROVIDED FURTHER THAT addresses of the Debenture Holders; details of any such request payment due, but unpaid and reasons thereof; the details and nature of grievances received from the Debenture Holders and resolved (if at all) by the Note Trustee does not adversely interfere Issuer; confirmation that it is in compliance with any directions given by the Current Issuer Cash Manager's day-to-day provision Debenture Trustee; and details of the Current Issuer Cash Management Services under shareholding pattern of the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee names of any pending legal action directors; and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at upon the request of the Note Trustee, furnish Debenture Trustee such documentation and other evidence as is reasonably requested by the Note Debenture Trustee and the Rating Agencies with (including on behalf of any prospective new Debenture Holders) in order for such Debenture Holders or any prospective new Debenture Holders to conduct any "know your customer" or other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services similar procedures under the other terms of this Agreement.Applicable Law;
Appears in 1 contract
Samples: Debenture Trust Deed
Information Covenants. The Company hereby covenants with the Debenture Trustee that the Company will, at all times during the term of this Deed, (except as may otherwise be previously agreed in writing by the Debenture Trustee):
(a) The Current Promptly inform the Debenture Trustee if the Company has knowledge of any application for winding up having been made or any statutory notice of winding up under the Act or otherwise of any suit or other legal process intended to be filed or initiated against the Company and/affecting the title to the Company’s properties including the Pledged Shares or if a receiver is appointed of any of its properties or business or undertaking;
(b) Promptly inform the Debenture Trustee of any loss or damage which the Company may suffer due to any force majeure circumstances or act of God, such as earthquake, flood, tempest or typhoon, etc. against which the Company may not have insured its properties;
(c) Promptly inform the Debenture Trustee of all orders, directions, notices of governmental authority, which adversely affects or is reasonably likely to adversely affect the title of the Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such Secured Property and/ or the Pledged Shares;
(d) Furnish quarterly report shall be delivered to the Current IssuerDebenture Trustee containing the following particulars:
i) Updated list of the names and addresses of the Debenture Holders;
ii) Details of the Payments to be made, but unpaid and reasons thereof;
iii) The number and nature of grievances received from the Note Trustee (upon its request), the Seller Debenture Holders and the Rating Agencies resolved by the last Business Day Company and those grievances not yet solved to the satisfaction of the month Debenture Holders;
iv) the Company shall provide a certificate on a quarterly basis, addressed to the Debenture Trustee, certifying that it is in compliance with the covenants set out in this Clause 10.4; and
v) a statement that the assets of the Company which each Payment Date occurs.are available by way of Security are sufficient to discharge the claims of the Debenture Holders as and when they become due;
(be) The Current Issuer Cash Manager shall provide, or procure Notify the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Debenture Trustee in writing of any proposed change in the details nature or scope or the business or operations of the Company, prior to the date on which such action is proposed to be given effect;
(f) Promptly inform the Debenture Trustee in the event of any of the warranties or representations contained in this Deed becoming untrue or incorrect and the Company further guarantees that in case there is any loss or damage caused to the Debenture Holder/s or a loss or damage is threatened such that the making of the Payments are in jeopardy on account of breach of any representation made, irrespective of the fact whether those representations pertain to the Company or to any other person, the Company shall make good such loss or damage as claimed by the Debenture Trustee (acting on the instructions of the Debenture Holders).
(g) Notify the Debenture Trustee in writing of any default committed by the Company or any Security Provider in relation to its creditors (whether operational or financial) or any security interest being granted or established or becoming enforceable over any of the Company’s or any Security Provider’s assets.
(h) Promptly inform the Debenture Trustee of any change in its name or change in the composition of its Board of Directors;
(i) any material amendment The Issuer shall, to the Transaction Documents extent required under the debt listing agreement entered into between the Issuer and BSE and under the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 submit to which BSE. for dissemination, along with the Current Issuer is half yearly financial results, a party and of which it is or becomes awarehalf-yearly communication, (ii) counter signed by the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Debenture Trustee, a Current Issuer Intercompany Loan Event of Defaultcontaining, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) aboveinter alia, the Current Issuer Cash Manager shall give details to the Current Issuer following information i) credit rating and the Note Trustee of any pending legal action and any judgments given change in respect of the Current Issuer Cash Manager credit rating (if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsany)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.;
Appears in 1 contract
Samples: Debenture Trust Deed
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee, the Seller and the Rating Agencies Agencies:
(i) quarterly with a report in, or substantially in, the form set out in Schedule 3 3A in respect of the Current Issuer. Such Mortgages Trustee; and
(ii) quarterly with a report shall be delivered to the Current Issuerin, or substantially in, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day form set out in Schedule 3B in respect of the month in which each Payment Date occursFunding.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 9.4 as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 13.1) shall have occurred and is continuing or may reasonably be expected to occur, a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have occurred and is continuing PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Security Trustee, furnish the Note Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Note Security Trustee may to request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Cash Management Agreement (HOLMES FINANCING (No. 9) PLC)
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursInvestor Reports.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and notify the Rating Agencies copies in writing of the details of any annual returns proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a report provided under paragraph (a)) and, such other information relating to its mortgage business and financial statements referred condition as the Rating Agencies may reasonably request in connection with the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer’s day to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after day provision of the preparation thereofServices under the other terms of this Agreement. For greater certainty, any failure by the Servicer to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
(c) The Current Issuer Servicer shall make available upon request to the Guarantor (or the Cash Manager shall notify on its behalf) and the Bond Trustee monthly a report stored upon electronic media including, but not limited to, a CD-ROM in a form acceptable to MT DOCS 14908769v9 18 Servicing Agreement the Guarantor containing information regarding the Portfolio Assets comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower’s name and the postal code of the relevant Property and the funding date of the relevant Mortgage.
(d) The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor and the Bond Trustee, furnish the Guarantor, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Note Programme, provided that the Guarantor or the Bond Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)appropriate) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursInvestor Reports.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and notify the Rating Agencies copies in writing of the details of any annual returns proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a report provided under paragraph (a)) and, such other information relating to its mortgage business and financial statements referred condition as the Rating Agencies may reasonably request in connection with the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer’s day to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after day provision of the preparation thereofServices under the other terms of this Agreement. For greater certainty, any failure by the Guarantor to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
(c) The Current Issuer Servicer shall make available upon request to the Guarantor (or the Cash Manager shall notify on its behalf) and the Bond Trustee monthly a report stored upon electronic media including, but not limited to, a CD-ROM in a form acceptable to the Guarantor containing information regarding the Loans and their Related Security comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower’s name and the postal code of the relevant Property and the funding date of the relevant Mortgage.
(d) The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor and the Bond Trustee, furnish the Guarantor, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Note Programme, provided that the Guarantor or the Bond Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)appropriate) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Fifth Issuer Cash Manager shall provide the Current Fifth Issuer, the Note Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, the form set out in Schedule 3 in respect of the Current Fifth Issuer. Such Each such quarterly report shall be delivered to the Current Fifth Issuer, the Note Trustee (upon its request)Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Interest Payment Date occurs.
(b) The Current Fifth Issuer Cash Manager shall provide, or procure the provision of, to the Current Fifth Issuer, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause CLAUSE 8.4 (Statutory Obligations) as soon as soonas reasonably practicable after the preparation thereof.
(c) The Current Fifth Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Fifth Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Fifth Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Fifth Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Fifth Issuer Cash Manager's day-to-day provision of the Fifth Issuer Cash Management Services under the other terms of this Agreement.
(d) The Fifth Issuer Cash Manager shall, at the request of the Security Trustee, furnish the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee to request in connection with this Agreement PROVIDED THAT the Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Fifth Issuer Intercompany Loan Event of Default, a Current Fifth Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Fifth Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)CLAUSE 12.1) shall have occurred and is continuing or may reasonably be expected to occur, occur and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Fifth Issuer Cash Manager's day-to-day provision of the Current Fifth Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Fifth Issuer Cash Management Agreement (Permanent Financing (No. 5) PLC)
Information Covenants. Applicant shall furnish to the Aval Provider:
15.2.1 as soon as practicable and in any event within sixty (a60) The Current Issuer Cash Manager shall provide days after the Current Issuerend of each quarterly period in each fiscal year, which is not the Note Trusteeend of a fiscal year, Parent’s unaudited consolidated profit and loss statements and reconciliation of retained earnings statements for the Seller period from the beginning of the current fiscal year to the end of such quarterly period, and Parent’s consolidated balance sheet as at the end of such quarterly period, setting forth in each case in comparative form corresponding consolidated figures from the corresponding period in the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with U.S. GAAP and certified by Parent’s chief financial officer, treasurer, assistant treasurer or controller (“Responsible Officer”) subject to changes resulting from year-end adjustments that such financial statements fairly present in all material respects the financial condition and results of operations for such period; provided that the filing by Parent of its quarterly reports and consolidated financial statements on either the U.S. Securities and Exchange Commission’s XXXXX filing system or a publicly accessible website will be deemed to satisfy the obligations of Applicant under this Section 15.2.1;
15.2.2 promptly upon obtaining knowledge of the occurrence of any Event of Default pursuant to Section 8 (Default) or any event which with notice or lapse of time or both would constitute an Event of Default pursuant to Section 8 (Default), notify the Aval Provider thereof in writing, specifying the nature thereof and the Rating Agencies quarterly action Applicant proposes to take with respect thereto;
15.2.3 prompt written notice of any event or development that Applicant believes would reasonably be expected to have a report inMaterial Adverse Effect;
15.2.4 with reasonable promptness, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered any other financial data relating to the Current Issuer, performance of this Agreement and Applicant’s affairs that the Note Trustee (upon its Aval Provider may from time to time reasonably request), the Seller and the Rating Agencies ; and
15.2.5 by the last Business Day of each month, provide a Responsible Officer’s certificate certifying the month in which available amounts to be drawn under each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provideof the Backstop Agreements, and that no default or procure the provision ofevent of default under such Backstop Agreements exists and that, to the Current Issuerknowledge of such Responsible Officer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred such amounts are available to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofbe drawn.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Agreement for Bank Guarantee (TerraForm Power, Inc.)
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Master Issuer, the Note Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Master Issuer. Such quarterly report shall be delivered to the Current Master Issuer, the Note Issuer Security Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Monthly Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Master Issuer, the Note Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 7.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Issuer Security Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Master Issuer is a party and of which it is or becomes aware, and (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Issuer Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer Funding 2 Intercompany Loan Event of Default, a Current an Issuer Note Event of Default or a Current an Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Issuer Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Master Issuer and the Note Issuer Security Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Issuer Security Trustee, furnish the Note Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Issuer Security Trustee may request in connection with this Agreement, PROVIDED THAT the Note Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer Funding 2 Intercompany Loan Event of Default, a Current an Issuer Note Event of Default or a Current an Issuer Cash Manager Termination Event (as defined in Clause 12.1 11.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Issuer Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Issuer Cash Management Agreement (Granite Finance Funding 2 LTD)
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies preparation of quarterly with a report in, or reports substantially in, in the form set out in Schedule schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered (Quarterly Reports) to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsa)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and any other nationally recognized statistical rating organization (as defined in the Note Trustee U.S. Credit Rating Agency Reform Act of 2006) to the extent required by, and subject to the certification conditions under, Rule 17g-5(a)(3) of the U.S. Securities Exchange Act of 1934 may reasonably request in connection with its obligations the ratings of any Rated Notes or any rated debt instruments of a Funding Company (if applicable) then outstanding, PROVIDED THAT such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall provide the Mortgages Trustee, the Beneficiaries, the Funding Security Trustees (if requested) and the beneficial owners of the Notes and any debt instruments of each Further Funding Company, who have provided beneficial ownership certification (in the form set out in Schedule 2, monthly with a report stored upon electronic media including, but not limited to, a CD-ROM, in a form acceptable to the Mortgages Trustee, the Beneficiaries and the Funding Security Trustees (each acting reasonably) containing information regarding the Loans then comprised in the Portfolio including, but not limited to, details of the relevant account number, the relevant property address, the title number and the postcode of the relevant Property and the completion date of the relevant Mortgage.
(d) The Servicer shall, at the request of the Beneficiaries and the Funding Security Trustees, furnish the Beneficiaries, the Funding Security Trustees and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Beneficiaries and the Funding Security Trustees (as appropriate) to request in connection with the ratings of any Rated Notes or any rated debt instruments of a Funding Company (if applicable) then outstanding, PROVIDED THAT the Note Mortgages Trustee or the Funding Security Trustees (as appropriate) shall not make such a request more than once every three months unless, in the belief of the Note TrusteeBeneficiaries or the Funding Security Trustees (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager default under the terms of the debt instruments of each Further Funding Company or a Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. 13.2.1 The Issuer shall
(a) The Current without being requested to do so, immediately inform the Bond Trustee of any Default or Event of Default as well as of any circumstances which the Issuer Cash Manager shall provide the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect understands would reasonably be expected to lead to an Event of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.Default;
(b) The Current Issuer Cash Manager shall providewithout being requested to do so, or procure inform the provision of, to the Current Issuer, the Note Bond Trustee and the Rating Agencies copies of any annual returns or financial statements referred other event which could reasonably be expected to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.have a Material Adverse Effect;
(c) The Current without being requested to do so, inform the Bond Trustee if the Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing intends to sell or dispose of the details all or a substantial part of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is its assets or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Defaultoperations, or a Current Issuer Intercompany Loan Event change the nature of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.business;
(d) After becoming aware without being requested to do so, produce Financial Statements annually and Quarterly Financial Reports quarterly and make them available on its website in the English language as soon as they become available, and not later than 120 days after the end of the financial year and 60 days after the end of the relevant quarter, in each case subject to any event described in paragraph (c)(i) exemption, waiver or (ii) above, extension granted by the Current Issuer Cash Manager shall give details Exchange or as permitted by any amendment to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.Exchange listing rules;
(e) The Current Issuer Cash Manager shall, at the request of the Note Bond Trustee, furnish report the Note balance of the Issuer’s Bonds;
(f) without being requested to do so, send a copy to the Bond Trustee and of its notices to the Rating Agencies with Exchange (if listed) which are of relevance for the Issuer’s liabilities pursuant to this Bond Agreement;
(g) without being requested to do so, inform the Bond Trustee of changes in the registration of the Bonds in the Securities Register; and
(h) within a reasonable time, provide such other information relating to its business and about the Issuer’s financial condition as the Note Bond Trustee may reasonably request.
13.2.2 The Issuer shall at the request of the Bond Trustee provide the documents and information necessary to maintain the listing and quotation of the Bonds on the Exchange (if listed) and to otherwise enable the Bond Trustee to carry out its rights and duties pursuant to this Bond Agreement and the other Finance Documents, as well as applicable laws and regulations.
13.2.3 The Issuer shall in connection with this Agreementthe issue of its Financial Statements and Quarterly Reports under Clause 13.2.1 (d), PROVIDED THAT confirm to the Note Bond Trustee in writing the Issuer’s compliance with the covenants in Clause 13. Such confirmation shall not make such be undertaken in a request more than once every three months unlesscompliance certificate, substantially in the belief format set out in Attachment 1 hereto, signed by the Chief Executive Officer or Chief Financial Officer of the Note TrusteeIssuer. In the event of non-compliance, a Current the compliance certificate shall describe the non-compliance, the reasons therefore as well as the steps which the Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined has taken and will take in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected order to occur, and PROVIDED FURTHER THAT any such request of rectify the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's daynon-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementcompliance.
Appears in 1 contract
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Master Issuer, the Note Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Master Issuer. Such quarterly report shall be delivered to the Current Master Issuer, the Note Issuer Security Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Master Issuer, the Note Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 7.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Issuer Security Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Master Issuer is a party and of which it is or becomes aware, and (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Issuer Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer Funding 2 Intercompany Loan Event of Default, a Current an Issuer Note Event of Default or a Current an Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Issuer Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Master Issuer and the Note Issuer Security Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Issuer Security Trustee, furnish the Note Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Issuer Security Trustee may request in connection with this Agreement, PROVIDED THAT the Note Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer Funding 2 Intercompany Loan Event of Default, a Current an Issuer Note Event of Default or a Current an Issuer Cash Manager Termination Event (as defined in Clause 12.1 11.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Issuer Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Issuer Cash Management Agreement (Granite Finance Trustees LTD)
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current IssuerInvestor Reports. Such quarterly report Each of the parties hereto acknowledges and confirms that, as required by the Guide, such assistance shall be delivered provided to the Current Issuer, the Note Trustee (upon its request), the Seller Cash Manager for and the Rating Agencies by the last Business Day on behalf of the month in which each Payment Date occurs.Bank prior to an Issuer Event of Default and for and on behalf of the Guarantor LP following an Issuer Event of Default.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and notify the Rating Agencies copies in writing of the details of any annual returns proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a report provided under paragraph (a)) and, such other information relating to its mortgage business and financial statements referred condition as the Rating Agencies may reasonably request in connection with the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer's day to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after day provision of the preparation thereofServices under the other terms of this Agreement. For greater certainty, any failure by the Guarantor LP to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
(c) The Current Issuer Servicer shall provide the Guarantor LP (or the Cash Manager shall notify on its behalf) monthly with a report stored upon electronic media including, but not limited to, a CD-ROM in a form acceptable to the Guarantor LP containing information regarding the Loans then comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower's name and the postal code of the relevant Property and the funding date of the relevant Mortgage.
(d) The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor LP and the Bond Trustee, furnish the Guarantor LP, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor LP and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Note Programme, provided that the Guarantor LP or the Bond Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)appropriate) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor LP or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor LP Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. 13.2.1 The Issuer shall:
(a) The Current Issuer Cash Manager without being requested to do so, promptly inform the Bond Trustee in writing of any Event of Default, any event or circumstance which could reasonably be expected to lead to an Event of Default and any other event which could reasonably be expected to have a Material Adverse Effect;
(b) of its own accord make management and financial reports (quarterly, written in English) available to the Trustee and on its web pages for public distribution not later than 120 days after the end of the financial year and not later than 60 days after the end of the relevant interim period (each a “Reporting Date”). Such reports shall provide be prepared in accordance with GAAP, and include a profit and loss account, balance sheet, cash flow statement and management commentary or report from the Current Board of Directors;
(c) at the request of the Bond Trustee, report the balance of the Issuer’s Bonds;
(d) without being requested to do so, send the Bond Trustee copies of any statutory notifications of the Issuer, including but not limited to in connection with mergers, de-mergers and reduction of the Note TrusteeIssuer’s share capital or equity;
(e) if the Bonds are listed on an Exchange, without being requested to do so, send a copy to the Bond Trustee of its notices to the Exchange;
(f) if the Issuer and/or the Bonds are rated, without being requested to do so, inform the Bond Trustee of its and/or the rating of the Bond Issue, and any changes to such rating;
(g) without being requested to do so, inform the Bond Trustee of changes in the registration of the Bonds in the Securities Depository (however, the Seller Bond Trustee is entitled to receive such information from the Securities Depository or Paying Agent directly); and
(h) within a reasonable time, provide such information about the Issuer’s business, assets and financial condition as the Rating Agencies quarterly Bond Trustee may reasonably request.
13.2.2 The Issuer shall in connection with the publication of its financial reports under Clause 13.2.1 (b), confirm to the Bond Trustee in writing the Issuer’s compliance with the covenants in this Clause 13, unless the Bond Trustee explicitly waives such requirement. Such confirmation shall be undertaken in a report incertificate, or substantially in, in the form set out in Schedule 3 in respect Attachment 1 hereto, signed by the Chief Executive Officer or Chief Financial Officer of the Current IssuerIssuer (a “Compliance Certificate”). Such quarterly report shall be delivered to In the Current Issuerevent of non-compliance, the Note Trustee (upon its request)Compliance Certificate shall describe the non-compliance, the Seller and reasons therefore as well as the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to steps which the Current Issuer is a party has taken and of which it is or becomes aware, (ii) will take in order to rectify the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's daynon-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementcompliance.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Bond Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current IssuerMortgages Trustee, Funding, the Note Security Trustee, the Seller and the Rating Agencies Agencies:
(i) quarterly with a report in, or substantially in, the form set out in Schedule 3 3A hereto in respect of the Current IssuerMortgages Trustee; and
(ii) quarterly with a report in, or substantially in, the form set out in Schedule 3B hereto in respect of Funding. Such quarterly report reports shall be delivered to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current IssuerMortgages Trustee, Funding, the Note Security Trustee (upon its request) and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 herein (Statutory ObligationsSTATUTORY OBLIGATIONS) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Security Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer an Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Potential Intercompany Loan Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) of Default and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Security Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or and (ii) above, the Current Issuer Cash Manager shall give details to Funding, the Current Issuer Mortgages Trustee and the Note Security Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Security Trustee, furnish the Note Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Security Trustee may request in connection with this Agreement, PROVIDED THAT the Note Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 herein (Current Issuer Cash Manager Termination EventsCASH MANAGER TERMINATION EVENTS)) shall have occurred and is continuing or a Potential Intercompany Loan Event of Default or a Potential Note Event of Default shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of by the Note Security Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Cash Management Agreement (Granite Mortgages 02-2 PLC)
Information Covenants. (a) The Current Issuer Cash Manager Servicer shall provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries and the Rating Agencies (i) monthly with a report in, or substantially in, the form set out in Schedule 3 and (ii) quarterly with a report in, or substantially in, the form set out in Schedule 2, and shall assist the Cash Manager in the production of quarterly reports substantially in the forms set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Eventsa)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with the ratings of the First Issuer Notes, Second Issuer Notes, the Third Issuer Notes, the Fourth Issuer Notes, the Fifth Issuer Notes, the Sixth Issuer Notes, the Seventh Issuer Notes, the Eighth Issuer Notes, the Ninth Issuer Notes, the Tenth Issuer Notes, the Master Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that such request does not adversely interfere with the Servicer’s day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, at the request of Funding and the Security Trustee (where the Servicer is the Seller) and at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding, the Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to the business and financial condition of the Servicer and/or any person to whom the Servicer has subcontracted or delegated part of its obligations under this Agreementhereunder, PROVIDED THAT as it may be reasonable for Funding, the Note Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the First Issuer Notes, Second Issuer Notes, the Third Issuer Notes, the Fourth Issuer Notes, the Fifth Issuer Notes, the Sixth Issuer Notes, the Seventh Issuer Notes, the Eighth Issuer Notes, the Ninth Issuer Notes, the Tenth Issuer Notes, the Master Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that Funding, the Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding, the Note TrusteeSecurity Trustee or the Beneficiaries (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware Subject to any applicable law or contrary instruction from the Beneficiaries, the Servicer shall furnish to each beneficial owner of any event described in paragraph Notes (c)(ian Investor) monthly reports on the Portfolio in, or (ii) abovesubstantially in, the Current Issuer Cash Manager form of Schedule 3 (the Monthly Reports). The Servicer, upon request by an Investor, shall give details also furnish previous Monthly Reports to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereundersuch Investor.
(e) The Current Issuer Cash Manager shallFor the purposes of Clause 12.4(d), at the request Servicer is entitled to assume that any person who has delivered to the Servicer a certificate in the form of Schedule 4 is an Investor, and that any other person is not an Investor.
(f) Subject to any applicable law or contrary instruction from both (and, for the avoidance of doubt, not one only) of the Note TrusteeBeneficiaries acting together, furnish the Note Servicer will make reasonable efforts to make available to Investors Monthly Reports (including previous Monthly Reports) in an electronic format acceptable to the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement“Bloomberg”.
Appears in 1 contract
Information Covenants. (aA) The Current Issuer Cash Manager Servicer shall provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries and the Rating Agencies (i) monthly with a report in, or substantially in, the form set out in Schedule 3 and (ii) quarterly with a report in, or substantially in, the form set out in Schedule 2, and shall assist the Cash Manager in the production of quarterly reports substantially in the forms set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(bB) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination EventsA)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with the ratings of the First Issuer Notes, Second Issuer Notes, the Third Issuer Notes, the Fourth Issuer Notes, the Fifth Issuer Notes, the Sixth Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(C) The Servicer shall, at the request of Funding and the Security Trustee (where the Servicer is the Seller) and at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding, the Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to the business and financial condition of the Servicer and/or any person to whom the Servicer has sub-contracted or delegated part of its obligations under this Agreementhereunder, PROVIDED THAT as it may be reasonable for Funding, the Note Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the First Issuer Notes, Second Issuer Notes, the Third Issuer Notes, the Fourth Issuer Notes, the Fifth Issuer Notes, the Sixth Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that Funding, the Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding, the Note TrusteeSecurity Trustee or the Beneficiaries (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(dD) After becoming aware Subject to any applicable law or contrary instruction from the Beneficiaries, the Servicer shall furnish to each beneficial owner of any event described in paragraph Notes (c)(ian "Investor") monthly reports on the Portfolio in, or (ii) abovesubstantially in, the Current Issuer Cash Manager form of Schedule 3 (the "Monthly Reports"). The Servicer, upon request by an Investor, shall give details also furnish previous Monthly Reports to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereundersuch Investor.
(eE) The Current Issuer Cash Manager shallFor the purposes of Clause 12.4(D), at the request Servicer is entitled to assume that any person who has delivered to the Servicer a certificate in the form of Schedule 4 is an Investor, and that any other person is not an Investor.
(F) Subject to any applicable law or contrary instruction from both (and, for the avoidance of doubt, not one only) of the Note TrusteeBeneficiaries acting together, furnish the Note Servicer will make reasonable efforts to make available to Investors Monthly Reports (including previous Monthly Reports) in an electronic format acceptable to the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement"Bloomberg".
Appears in 1 contract
Information Covenants. (a) The Current Issuer Cash Manager shall provide the Current Issuer, the Note Issuer Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, in the form set out in Schedule 3 3, or in such other form reasonably acceptable to the recipients thereof, in respect of the Current Issuer. Such Each such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request)Issuer Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Interest Payment Date occurs.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Issuer Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) 7.4 as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Issuer Cash Manager's day-to-day provision of the Issuer Cash Management Services under the other terms of this Agreement.
(d) The Issuer Cash Manager shall, at the request of the Issuer Security Trustee, furnish the Issuer Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Issuer Security Trustee to request in connection with this Agreement PROVIDED THAT the Issuer Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Issuer Security Trustee, a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)11.1) shall have occurred and is continuing or may reasonably be expected to occur, occur and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Issuer Cash Management Agreement (Permanent Funding (No. 2) LTD)
Information Covenants. (aA) The Current Issuer Cash Manager Servicer shall provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries, the Joint Lead Managers and the Rating Agencies quarterly with a report in, or substantially in, the form set out in SCHEDULE 2 and shall assist the Cash Manager in the production of quarterly reports substantially in the forms set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(bB) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under paragraph (as defined in Clause 12.1 (Current Issuer Cash Manager Termination EventsA)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the First Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(C) The Servicer shall, PROVIDED THAT at the Note request of Funding 1 and the Security Trustee (where the Servicer is the Seller) and at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding 1, the Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding 1, the Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the First Issuer Notes and any New Notes and other matters contemplated by the Transaction, provided that Funding 1, the Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding 1, the Note TrusteeSecurity Trustee or the Beneficiaries (as appropriate), a Current Issuer an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(dD) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details make available to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect beneficial owners of the Current Issuer Cash Manager if it could Notes, who have provided beneficial ownership certification as described herein, on a potential material adverse effect on monthly basis a report containing information about the ability of the Current Issuer Cash Manager to perform its obligations hereunderloans in Mortgages Trust.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Permanent Mortgages Trustee LTD)
Information Covenants. (a) The Current Issuer Cash Manager Servicer shall provide the Current IssuerLLP, the Note Trustee, the Seller Security Trustee and the Rating Agencies (i) monthly with a report in, or substantially in, the form set out in Schedule 3 and (ii) quarterly with a report in, or substantially in, the form set out in Schedule 3 2, and shall assist the Cash Manager in respect the production of the Current Issuer. Such quarterly report shall be delivered Monthly Asset Coverage Reports substantially in the form set out in Schedule 3 to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, provide to the Current Issuer, FSA information on the Note Trustee composition of the Loans and the Rating Agencies copies Related Security in the Asset Pool, along with such other information as the FSA may request in respect of any annual returns or financial statements referred to the Loans and the Related Security in Clause 8.4 accordance with the RCB Regulations and in the form and manner (Statutory Obligationsif any) as soon as reasonably practicable after prescribed by the preparation thereofRCB Sourcebook.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer it is a party and of which it is or becomes awareparty, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in report provided under Clause 12.1 (Current Issuer Cash Manager Termination Events12.4(a)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with the ratings of any Covered Bonds issued under the Programme and other matters contemplated by the Programme, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(d) The Servicer shall, upon request, provide the LLP and the Security Trustee quarterly with a report stored upon electronic media including, but not limited to, a CD ROM in a form acceptable to the LLP and Security Trustee (each acting reasonably) containing information regarding the Loans then comprised in the Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower's name, the title number and the postcode of the relevant Property and the completion date of the relevant Mortgage.
(e) The Servicer shall, at the request of the LLP and the Security Trustee, provide the LLP, the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition and (to the extent that it has such information and subject to any confidentiality restrictions binding upon it) that of any person to whom it has sub-contracted or delegated part of its obligations hereunder as it may be reasonable for the LLP and the Security Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under this Agreementthe Programme and other matters contemplated by the Programme, PROVIDED THAT provided that the Note LLP or the Security Trustee (as appropriate) shall not make such a request more than once every three months unless, in the belief of the Note TrusteeLLP or the Security Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note an Abbey Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(df) After becoming aware Subject to any applicable law or contrary instruction from the LLP, the Servicer shall provide to each beneficial owner of any event described in paragraph Covered Bonds issued under the Programme (c)(ian Investor) monthly reports on the Portfolio in, or (ii) abovesubstantially in, the Current Issuer Cash Manager form of Schedule 3 (the Monthly Reports). The Servicer, upon request by an Investor, shall give details also provide previous Monthly Reports to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereundersuch Investor.
(eg) The Current Issuer Cash Manager shallFor the purposes of Clause 12.4(f), at the request Servicer is entitled to assume that any person who has delivered to the Servicer a certificate in the form of Schedule 4 is an Investor, and that any other person is not an Investor.
(h) Subject to any applicable law or contrary instruction from both (and, for the Note avoidance of doubt, not only one) the LLP and the Security Trustee, furnish the Note Servicer will make reasonable endeavours to make available to Investors Monthly Reports (including previous Monthly Reports) in an electronic format acceptable to the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement“Bloomberg”.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. (a) The Current Issuer Cash Manager shall Servicer shall, within ten (10) Business Days following each Distribution Date, provide the Current Issuer, the Note Mortgages Trustee, the Seller Beneficiaries, each Manager and/or Dealer (if requested by such Manager or Dealer to do so) and the Rating Agencies quarterly (on the terms agreed with each of the Rating Agencies), monthly with a report in, or substantially in, the form set out in Schedule SCHEDULE 2 and shall assist the Cash Manager in the production of quarterly reports substantially in the forms set out in SCHEDULE 3 in respect and SCHEDULE 4 of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursCash Management Agreement.
(b) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager Servicer shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes awareDocuments, (ii) any proposed material change in the occurrence valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event report provided under PARAGRAPH (as defined in Clause 12.1 (Current Issuer Cash Manager Termination EventsA)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security Trustee (where the Servicer is the Seller) or at the request of the Beneficiaries (where the Servicer is no longer the Seller), furnish Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee and/or the Beneficiaries (as appropriate) to request in connection with the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that Funding 1, Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee or the Beneficiaries (as appropriate) shall not make such a request more than once every three months unless, in the belief of Funding 1, Funding 2, the Note Funding 1 Security Trustee, a Current Issuer the Funding 2 Security Trustee or the Beneficiaries (as appropriate) an Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Master Intercompany Loan Event of Default (as appropriate) or a Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details make available to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect beneficial owners of the Current Issuer Cash Manager if it could Notes, who have provided beneficial ownership certification as described herein, on a potential material adverse effect on monthly basis a report containing information about the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, Loans in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementMortgages Trust.
Appears in 1 contract
Samples: Servicing Agreement (Permanent Funding (No. 2) LTD)
Information Covenants. (a) The Current Eighth Issuer Cash Manager shall provide the Current Eighth Issuer, the Note Security Trustee, the Seller and the Rating Agencies quarterly with a quarterly report in, or substantially in, in the form set out in Schedule 3 SCHEDULE 3, or in such other form reasonably acceptable to the recipients thereof, in respect of the Current Eighth Issuer. Such Each such quarterly report shall be delivered to the Current Eighth Issuer, the Note Trustee (upon its request)Security Trustee, the Seller and the Rating Agencies by the last Business Day of the month in which each Interest Payment Date occurs.
(b) The Current Eighth Issuer Cash Manager shall provide, or procure the provision of, to the Current Eighth Issuer, the Note Security Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause CLAUSE 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofthereof upon the request of any such person.
(c) The Current Eighth Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of of:
(i) any material amendment to the Eighth Issuer Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, Documents;
(ii) the occurrence of a Current an Eighth Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and ; and
(iii) any other information relating to the Current Eighth Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT such request does not adversely interfere with the Note Eighth Issuer Cash Manager's day-to-day provision of the Eighth Issuer Cash Management Services under the other terms of this Agreement.
(d) The Eighth Issuer Cash Manager shall, at the request of the Security Trustee, furnish the Security Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee to request in connection with this Agreement PROVIDED THAT the Security Trustee shall not make such a request more than once every three months unless, in the belief of the Note Security Trustee, a Current an Eighth Issuer Intercompany Loan Event of Default, a Current Eighth Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Eighth Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)CLAUSE 12.1) shall have occurred and is continuing or may reasonably be expected to occur, occur and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Eighth Issuer Cash Manager's day-to-day provision of the Current Eighth Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Eighth Issuer Cash Management Agreement (Permanent Mortgages Trustee LTD)
Information Covenants. (a) The Current Issuer Servicer shall, on or prior to each Monthly Pool Date, provide the Cash Manager shall provide and Issuer with the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occursServicer Report.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and notify the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer it is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager its mortgage business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations the ratings of the Notes and other matters contemplated by the Transaction Documents, provided that such request does not adversely interfere with the Servicer's day to day provision of the Services under the other terms of this Agreement.
(c) The Servicer shall, PROVIDED THAT at the Note request of the Security Trustee and at the request of the Seller, furnish the Security Trustee and/or the Seller (as appropriate) with such other information relating to its business and financial condition as it may be reasonable for the Security Trustee and/or the Seller (as appropriate) to request in connection with the matters contemplated by the Transaction Documents, provided that the Security Trustee and/or the Seller (as appropriate) shall not make such a request more than once every three months unless, in the belief opinion of the Note Security Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note an Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT occur in which event the Security Trustee may request such information at any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreementtime.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager The Servicer shall give details provide to the Current Issuer and Rating Agencies an updated pool cut outlining the Note Trustee of any pending legal action and any judgments given in respect details of the Current Issuer Cash Manager if it could have a potential material adverse effect Loans in the Portfolio on the ability day falling five (5) Business Days after the Monthly Test Date falling in December of the Current Issuer Cash Manager to perform its obligations hereundereach year starting in 2020.
(e) The Current Issuer Servicer shall provide to the Cash Manager shall, at all information in its possession necessary for any reporting obligation to be undertaken by the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined on behalf of YBS in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere accordance with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this AgreementSecuritisation Regulation.
Appears in 1 contract
Samples: Servicing Agreement
Information Covenants. Applicant shall furnish to Issuer:
(a) The Current as soon as practicable and in any event within sixty (60) days after the end of each quarterly period in each fiscal year, which is not the end of a fiscal year, Parent’s unaudited consolidated profit and loss statements and reconciliation of retained earnings statements for the period from the beginning of the current fiscal year to the end of such quarterly period, and Parent’s consolidated balance sheet as at the end of such quarterly period, setting forth in each case in comparative form corresponding consolidated figures from the corresponding period in the immediately preceding fiscal year, all in reasonable detail and prepared in accordance with U.S. GAAP and certified by Parent’s chief financial officer, treasurer, assistant treasurer or controller (“Responsible Officer”) subject to changes resulting from year-end adjustments that such financial statements fairly present in all material respects the financial condition and results of operations for such period; provided that the filing by Parent of its quarterly reports and consolidated financial statements on either the U.S. Securities and Exchange Commission’s XXXXX filing system or a publicly accessible website will be deemed to satisfy the obligations of Applicant under this Section 16(ii)(a);
(b) promptly upon obtaining knowledge of the occurrence of any Event of Default pursuant to Section 8 (Default) or any event which with notice or lapse of time or both would constitute an Event of Default pursuant to Section 8 (Default), notify Issuer Cash Manager shall provide thereof in writing, specifying the Current Issuer, the Note Trustee, the Seller nature thereof and the Rating Agencies quarterly action Applicant proposes to take with respect thereto;
(c) prompt written notice of any event or development that Applicant believes would reasonably be expected to have a report inMaterial Adverse Effect;
(d) with reasonable promptness, or substantially in, the form set out in Schedule 3 in respect of the Current Issuer. Such quarterly report shall be delivered any other financial data relating to the Current Issuer, the Note Trustee performance of this Agreement and Applicant’s affairs that Issuer may from time to time reasonably request; and
(upon its request), the Seller and the Rating Agencies e) by the last Business Day of each month, provide a Responsible Officer’s certificate certifying the month in which available amounts to be drawn under each Payment Date occurs.
(b) The Current Issuer Cash Manager shall provideof the Backstop Agreements, and that no default or procure the provision ofevent of default under such Backstop Agreement exists and that, to the Current Issuerknowledge of such Responsible Officer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred such amounts are available to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereofbe drawn.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
Appears in 1 contract
Samples: Continuing Agreement for Letters of Credit (TerraForm Power, Inc.)
Information Covenants. (aA) The Current Issuer In addition to the provision of the Servicer Report Information to the Cash Manager Manager, the Servicer shall provide to the Current IssuerCash Manager, upon request, all the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 information in respect of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller Issuer and the Rating Agencies by Notes which the last Business Day Cash Manager requires to enable it to prepare the Quarterly Investor Report in accordance with the provisions of the month in which each Payment Date occursthis Agreement.
(bB) The Current Issuer Cash Manager shall provide, or procure the provision of, to the Current Issuer, the Note Trustee and the Rating Agencies copies of any annual returns or financial statements referred to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after the preparation thereof.
(c) The Current Issuer Cash Manager shall notify the Rating Agencies and the Note Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) and (iii) any other information relating to the Current Issuer its role as Cash Manager or its business and financial condition as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT provided that such request does not adversely interfere with the Note Cash Manager's day-to-day provision of the Cash Management Services or other services under the other terms of this Agreement.
(C) The Cash Manager shall, at the request of the Issuer and/or the Trustee, furnish the Issuer and/or the Trustee with such other information relating to its business and financial condition as it may be reasonable for the Trustee and/or the Issuer and/or the Seller to request in connection with this Agreement and the Cash Management Services provided that:
(1) the Issuer and/or the Trustee (as appropriate) shall not make such a request more than once every three months unless, in the belief opinion of the Note Trustee, a Current Issuer Intercompany Loan an Event of Default, a Current Issuer Note Potential Event of Default or a Current Issuer Cash Manager Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT in which event the Trustee may request such information at any time; and
(2) such request by from the Note Issuer or the Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day to day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(dD) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer The Cash Manager shall give details to notify the Current Issuer and the Note Trustee in writing of the details of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Potential Event of Default promptly upon becoming aware of such occurrence.
(E) The Cash Manager Termination Event will on and from the month in which the first Interest Payment Date falls (as defined in Clause 12.1 (Current Issuer assuming delivery by the Servicer to the Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with Servicer Report Information by no later than the Current Issuer Cash Manager's day-to-day provision of 4th Business Day prior to the Current Issuer Cash Management Services under Calculation Date relating to the other terms of this Agreementrelevant Interest Payment Date) provide the Quarterly Investor Report by no later than the Interest Payment Date, to the Issuer, the Servicer, the Trustee, the Noteholders and Bloomberg.
Appears in 1 contract
Samples: Cash Management Agreement
Information Covenants. (a) The Current Issuer Servicer shall assist the Cash Manager shall provide in the Current Issuer, the Note Trustee, the Seller and the Rating Agencies quarterly with a report in, or substantially in, the form set out in Schedule 3 in respect production of the Current Issuer. Such quarterly report shall be delivered to the Current Issuer, the Note Trustee (upon its request), the Seller and the Rating Agencies by the last Business Day of the month in which each Payment Date occurs.Investor Reports.
(b) The Current Issuer Cash Manager Servicer shall provide, or procure the provision of, take reasonable steps to the Current Issuer, the Note Trustee and notify the Rating Agencies copies in writing of the details of any annual returns proposed material change in the valuation procedures or policies applied or to be applied in relation to Properties by it in connection with its mortgage business (details of which change may be included in a report provided under paragraph (a)) and, such other information relating to its mortgage business and financial statements referred condition as the Rating Agencies may reasonably request in connection with the ratings of any Covered Bonds then outstanding, provided that such request does not adversely interfere with the Servicer’s day to in Clause 8.4 (Statutory Obligations) as soon as reasonably practicable after day provision of the preparation thereofServices under the other terms of this Agreement. For greater certainty, any failure by the Servicer to deliver any such notice prior to making any such proposed change shall not limit the ability of the Servicer to proceed with any such change or constitute a breach of the obligations of the Servicer hereunder.
(c) The Current Issuer Servicer shall make available upon request to the Guarantor (or the Cash Manager shall notify on its behalf) and the Bond Trustee monthly a report stored upon electronic media including, but not limited to, a CD-ROM in a form acceptable to the Guarantor containing information regarding the Portfolio Assets comprised in the Covered Bond Portfolio including, but not limited to, details of the relevant account number, the relevant Borrower’s name and the postal code of the relevant Property and the funding date of the relevant Mortgage.
(d) The Servicer shall, subject to applicable laws and the Servicer Privacy Policies, at the request of the Guarantor and the Bond Trustee, furnish the Guarantor, the Bond Trustee and the Rating Agencies with such other information relating to its business and financial condition as it may be reasonable for the Guarantor and the Bond Trustee (as appropriate) to request in connection with the ratings of any Covered Bonds issued under the Programme by the Rating Agencies and other matters contemplated by the Note Programme, provided that the Guarantor or the Bond Trustee in writing of the details of (i) any material amendment to the Transaction Documents to which the Current Issuer is a party and of which it is or becomes aware, (ii) the occurrence of a Current Issuer Note Event of Default, or a Current Issuer Intercompany Loan Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)appropriate) and (iii) any other information relating to the Current Issuer Cash Manager as the Rating Agencies and the Note Trustee may reasonably request in connection with its obligations under this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note TrusteeGuarantor or the Bond Trustee (as appropriate), a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Guarantor Event of Default or a Current Issuer Cash Manager Servicer Termination Event shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request by the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
(d) After becoming aware of any event described in paragraph (c)(i) or (ii) above, the Current Issuer Cash Manager shall give details to the Current Issuer and the Note Trustee of any pending legal action and any judgments given in respect of the Current Issuer Cash Manager if it could have a potential material adverse effect on the ability of the Current Issuer Cash Manager to perform its obligations hereunder.
(e) The Current Issuer Cash Manager shall, at the request of the Note Trustee, furnish the Note Trustee and the Rating Agencies with such other information relating to its business and financial condition as the Note Trustee may request in connection with this Agreement, PROVIDED THAT the Note Trustee shall not make such a request more than once every three months unless, in the belief of the Note Trustee, a Current Issuer Intercompany Loan Event of Default, a Current Issuer Note Event of Default or a Current Issuer Cash Manager Termination Event (as defined in Clause 12.1 (Current Issuer Cash Manager Termination Events)) shall have occurred and is continuing or may reasonably be expected to occur, and PROVIDED FURTHER THAT any such request of the Note Trustee does not adversely interfere with the Current Issuer Cash Manager's day-to-day provision of the Current Issuer Cash Management Services under the other terms of this Agreement.
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Samples: Servicing Agreement