Issuer Covenants. The Issuer covenants to the Note Trustee on the terms of the Issuer's Negative Covenants and the Issuer Covenants.
Issuer Covenants. The Issuer hereby covenants and agrees with each Seller as follows:
(a) The Issuer hereby acknowledges and agrees that its rights in the related Credits are expressly subject to the rights of the related Obligors in such Credits pursuant to the related Contract.
(b) On each date as of which any interest in any Contract is to be purchased or replaced by Trendwest or TFI pursuant to Section 3.03 hereof, the Issuer shall submit to Trendwest or TFI an instrument of assignment assigning the Issuer's interest in such Receivable and the related Credits to Trendwest or TFI, as applicable, signed by the president, senior vice president or any vice president of the Issuer. Each such assignment shall operate as an assignment, without recourse, representation, or warranty, to Trendwest or TFI, as applicable, of all of the Issuer's right, title, and interest in and to such Receivable, the related Credits and any security documents relating thereto, such assignment being an assignment outright and not for security, and upon payment of the Purchase Price or delivery of a Substitute Contract, Trendwest or TFI, as applicable, will thereupon own such interest in the related Receivable and all such security and documents, free of any further obligation to the Issuer with respect thereto. If in any enforcement suit or legal proceeding it is held that Trendwest or TFI, as applicable, may not enforce such Contract on the ground that it is not a real party in interest or holder entitled to enforce such Contract, the Issuer shall, at the Issuer's expense, take such steps as the Issuer deems necessary to enforce such Contract, including bringing suit in the Issuer's name.
(c) The Issuer warrants that it will have a valid security interest in the related Credits and that it will warrant and defend such interest in such Credits against all Persons, claims and demands whatsoever. The Issuer shall not assign, sell, pledge, or
(d) The Issuer shall treat the Purchased Assets as owned by it for Federal, state and local income tax purposes, shall include in the computation of its gross income for such purposes the other income from the Purchased Assets, shall treat the Notes as its debt for such purposes and shall deduct the interest paid or accrued with respect to the Notes in accordance with its applicable method of accounting for such purposes.
Issuer Covenants. 20 Section 4.03. Assignment of Purchased Assets................................................................... 21
Issuer Covenants. Until the principal of and interest on the Notes and all fees payable hereunder shall have been paid in full, the Issuer covenants and agrees with each Holder that the Issuer will not cause or permit the Notes at any time to be contractually subordinated to any other unsecured Indebtedness of the Issuer.
Issuer Covenants. (i) Maintenance of the Issuer Cover Pool: For so long as the Covered Bonds are outstanding, the Value (as defined below) of the Issuer Cover Pool (as defined below) will at all times exceed 105 per cent. of the outstanding principal amount of the Covered Bonds issued under the Issuer’s €60,000,000,000 European Covered Bond (Premium) Programme and any other mortgage covered bonds of the Issuer in issue at such time.
Issuer Covenants. The Issuer hereby covenants with the Note Trustee that, until (i) no further sums are outstanding in respect of any Secured Obligation of the Issuer; and (ii) the Issuer has fulfilled and discharged all of the Secured Obligations, it shall:
Issuer Covenants. So long as any of the Bonds remains outstanding, the Issuer shall:
1. [Intentionally left blank.]
Issuer Covenants. Issuer agrees to
7.1. Prepare promptly, and file with the SEC no later than fifteen (15) days after the date hereof, (x) a registration statement on Form S‑1, or any similar registration statement, of Issuer under the Securities Act with respect to resale of the Shares, or (y) an amendment to the S-1 Registration Statement to accomplish the same (either, the “Registration Statement”), and thereafter use all diligent efforts to cause such Registration Statement to become effective within five (5) business days after notice from the SEC that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times until the earliest of (i) the date when Investor may sell all Shares under Rule 144 promulgated under the Securities Act without volume limitations, or (ii) the date Investor no longer owns any of the Shares (collectively, the “Registration Period”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
7.2. Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective and current at all times during the Registration Period, and, during the Registration Period, comply with the provisions of the Securities Act with respect to the sale or other disposition of all the Shares covered by the Registration Statement until the expiration of the Registration Period.
7.3. Unless available to Investor without charge through XXXXX, the SEC’s website or Issuer’s website, furnish to Investor, (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by Issuer, one (1) copy of the Registration Statement, each preliminary prospectus and the final prospectus, and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents, as Investor may reasonably request in order to facilitate the sale or other disposition of the Shares owned by Investor.
7.4. Notify Investo...
Issuer Covenants. The Issuer covenants that for so long as any Certificate is outstanding (as defined in the Representative Agreement), except as contemplated in the Transaction Documents, it shall not (without the prior written consent of the Representative):
(a) incur any indebtedness in respect of borrowed money whatsoever (including any Islamic financing), or give any guarantee or indemnity in respect of any obligation of any person or issue any shares (or rights in respect of shares or securities convertible into or exchangeable for shares);
(b) secure any of its present or future indebtedness for borrowed money or any other certificates issued by it by any lien, pledge, charge, mortgage or other security interest upon any of its present or future assets, properties or revenues (other than those arising by operation of law);
(c) sell, lease, transfer, assign, participate, exchange or otherwise dispose of, or pledge, mortgage, hypothecate or otherwise encumber (by security interest, lien (statutory or otherwise), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever or otherwise) (or permit such to occur or suffer such to exist), any part of its interest in any of the Lease Certificate Assets except pursuant to the Transaction Documents;
(d) subject to Condition 19 (Meetings of Certificateholders, Modification, Waiver, Authorisation and Determination), amend or agree to any amendment of any Transaction Document to which it is a party (other than in accordance with the terms thereof) without the prior approval of the Representative or the Certificateholders by way of Extraordinary Resolution;;
(e) have any subsidiaries or employees;
(f) redeem any of its shares or pay any dividend or make any other distribution to its shareholders (excluding any consideration payable by the Issuer (acting in any capacity) to Ziraat Katılım (acting in any capacity) as contemplated by the Transaction Documents or these Conditions);
(g) use the proceeds of the issue of the Certificates for any purpose other than as stated in the Transaction Documents;
(h) prior to the date which is one year and one day after the date on which all due amounts owing by the Issuer under the Transaction Documents to which it is a party have been paid in full, put to its directors or shareholders any resolution for, or appoint any liquidator for, its winding-up or any resolution for the commencement of any other bankruptcy or insolvency proceeding with resp...
Issuer Covenants. Section 4.03. Transfer of Contributed Assets
