Covenants of the Bank. The Bank covenants with the Underwriter as follows: (a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement and (ii) to file the Prospectus with the Commission pursuant to General Instruction II.K. of Form F-9 under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; before amending or supplementing the Registration Statement, the Pricing Disclosure Package or the Prospectuses prior to the Time of Delivery, to furnish to the Underwriter a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Underwriter, promptly after it receives notice thereof, (A) of the time when any amendment to the Canadian Prospectus has been filed or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commission, (B) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating to the Securities; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order. (b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject. (c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably request. (d) To furnish to the Underwriter a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. (f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable law. (g) If, during such period after the filing of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable law. (h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act. (i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel. (j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter). (k) [Reserved.] (l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Canadian Imperial Bank of Commerce /Can/)
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing J.P. Morgan Securities Act Inc. October 24, 2003 Page 10 such St▇▇▇▇▇▇▇▇ ▇▇rm Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable law.
(g) If, during such period after the filing of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable law.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or a supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees which will correct such statement or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by omission or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with effect such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counselcompliance.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Chase Credit Card Master Trust)
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within J.P. Morgan Securities Inc. October 18, 2001 Page 9 two busi▇▇▇▇ ▇▇▇▇ ▇f its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable law.
(g) If, during such period after the filing of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable law.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or a supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees which will correct such statement or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by omission or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with effect such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counselcompliance.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Chase Credit Card Owner Trust 2001-5)
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsthat upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriter, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriter of such timely filing. In addition, to the extent that the Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that the Underwriter has provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which the Underwriter shall have reasonably objected in a timely manner by written notice to objects.
(c) During the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriter promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Trust Indenture Act, forthwith to notify Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter andshall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, upon however, that the request Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Underwriter, preparewithout charge, file with two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, during the Reviewing Authority or the Commissionprospectus delivery period, as applicable, many copies of any Preliminary Final Prospectus and furnish, at its own expense, to the Final Prospectus and any supplement thereto as the Underwriter and to any dealer upon may reasonably request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable law.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriter shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriter and the printing of memoranda relating thereto (it being understood that, except as speci- fied in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8- K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter Underwriters as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Indenture Trustee, the Prospectus (Master Trust Trustee or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealerfiled or, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the Notes, (ii) the cost of delivering the Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of the Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (v) the reasonable expenses and costs (not to exceed the amount specified in the Terms Agreement) incurred in connection with "blue sky" qualification of the Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Notes by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Series Certificate or the Notes by the rating agency or agencies that initially rate the Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Noteholders and to the Underwriter Underwriters as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Notes without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Chase Credit Card Owner Trust 2001-1)
Covenants of the Bank. The Bank covenants and agrees with --------------------- the Underwriter as followsthat upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriter, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriter of such timely filing. In addition, to the extent that the Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined Chase Securities Inc. September 15, 1997 Page 8 below) that the Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) has provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which the Underwriter shall have reasonably objected in a timely manner by written notice to objects.
(c) During the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriter promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance. Chase Securities Inc. September 15, 1997 Page 9
(e) The Bank will endeavor to qualify the Trust Indenture Act, forthwith to notify Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter andshall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, upon however, that the request Bank shall not be obligated to -------- ------- qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to -------- ------- file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Underwriter, preparewithout charge, file with the Reviewing Authority or the Commissiontwo copies of each Registration Statement (including exhibits thereto), as applicableone of which will be signed, and furnish, at its own expense, to the Underwriter and to any dealer upon requestconformed copies of each Registration Statement (without exhibits thereto) and, either amendments or supplements to during the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that Final Prospectus and any supplement thereto as the Pricing Disclosure Package, as amended or supplemented, will comply with applicable lawUnderwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriter shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriter, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriter and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) Chase Securities Inc. September 15, 1997 Page 10 and in Sections 8 and 9 hereof, the Underwriter will pay all its own costs and expenses, including the fees of counsel to the Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of the Underwriter)Underwriter or unless such securities are referenced in the Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8- K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance pursuant to the Indenture and the Pooling and Servicing Agree-mended, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificate holders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Indenture Trustee, the Prospectus (Master Trust Trustee or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealerfiled or, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the Notes, (ii) the cost of delivering the Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of the Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (v) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Notes by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Series Certificate or the Notes by the rating agency or agencies that initially rate the Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Noteholders and to the Underwriter Underwriters as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Notes without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Chase Manhattan Bank Chase Credit Card Owner Trust 2000 3)
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments an amendment or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended a supplement which will correct such statement or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading omission or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable laweffect such compliance.
(ge) If, during such period after The Bank will endeavor to qualify the filing of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable law.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities Notes for offer and sale under state the securities or Blue Sky laws of such jurisdictions as provided in Section 6(b) hereof, including filing fees the Underwriters shall reasonably request and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with will continue such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsthat upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriter, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriter of such timely filing. In addition, to the extent that the Underwriter (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriter have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(▇) ▇▇▇▇▇▇ the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the prospectus delivery period, the Bank will advise the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Underwriter, promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments an amendment or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended a supplement which will correct such statement or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading omission or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable laweffect such compliance.
(ge) If, during such period after The Bank will endeavor to qualify the filing of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable law.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities Notes for offer and sale under state the securities or Blue Sky laws of such jurisdictions as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with shall reasonably request and will continue such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification effect so long as reasonably required for distribution of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understoodNotes; provided, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of that the Bank or warrants shall not be obligated to purchase or otherwise acquire debt securities of qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.Bank
Appears in 1 contract
Sources: Underwriting Agreement (Chase Credit Card Master Trust)
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to J.P. Morgan Securities Inc. December 10, 2001 Page 9 prospec▇▇▇▇ ▇▇▇▇▇▇ors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an J.P. Morgan Securities Inc. December 10, 2001 Page 10 amendm▇▇▇ ▇▇ ▇ ▇▇pplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Indenture Trustee, the Prospectus (Master Trust Trustee or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealerfiled or, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the The Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, includingincluding without limitation: (i) the fees, disbursements and expenses of the Bank’s counsel preparing, printing and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the reproducing each Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and ContributionPreliminary Final Prospectus,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Chase Manhattan Bank Usa Chase Credit Card Owner Tr 2001-6)
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. In addition, to the extent that any Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) has provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter Representative a copy of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which the Underwriter shall have Representative reasonably objected in a timely manner by written notice to objects.
(c) During the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Representative promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that Final Prospectus and any supplement thereto as the Pricing Disclosure Package, as amended or supplemented, will comply with applicable lawUnderwriters may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter Representative as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of the Underwriter)Representative or unless such securities are referenced in the Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to J.P. Morgan Securities Inc. March 26, 2002 Page 9 prospectiv▇ ▇▇▇▇▇▇▇▇▇, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwrit ers promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an J.P. Morgan Securities Inc. March 26, 2002 Page 10 amendment ▇▇ ▇ ▇▇▇▇▇ement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Under writer may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Indenture Trustee, the Prospectus (Master Trust Trustee or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealerfiled or, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the The Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to will pay or cause to be paid all expenses incident to the performance of its obligations obliga tions under this Agreement, includingincluding without limitation: (i) the fees, disbursements and expenses of the Bank’s counsel preparing, printing and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the reproducing each Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and ContributionPreliminary Final Prospectus,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Chase Credit Card Master Trust)
Covenants of the Bank. The Bank covenants and agrees with --------------------- the Underwriter as followsthat upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriter, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriter of such timely filing. In addition, to the extent that the Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined Chase Securities Inc. December 10, 1997 Page 8 below) that the Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) has provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which the Underwriter shall have reasonably objected in a timely manner by written notice to objects.
(c) During the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriter promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Trust Indenture Act, forthwith to notify Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter andshall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, upon however, that the request Bank shall not be obligated to -------- ------- qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to -------- ------- file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Underwriter, preparewithout charge, file with the Reviewing Authority or the Commissiontwo copies of each Registration Statement (including exhibits thereto), as applicableone of which will be signed, and furnish, at its own expense, to the Underwriter and to any dealer upon requestconformed copies of each Registration Statement (without exhibits thereto) and, either amendments or supplements to during the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that Final Prospectus and any supplement thereto as the Pricing Disclosure Package, as amended or supplemented, will comply with applicable lawUnderwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriter shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriter, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriter and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) Chase Securities Inc. December 10, 1997 Page 10 and in Sections 8 and 9 hereof, the Underwriter will pay all its own costs and expenses, including the fees of counsel to the Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of the Underwriter)Underwriter or unless such securities are referenced in the Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with --------------------- the Underwriter as followsUnderwriters that upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an Chase Securities Inc. May 1, 1998 Page 11 amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not be obligated to -------- ------- qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to -------- ------- file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter Underwriters as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to Chase Securities Inc. May 1, 1998 Page 13 the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as Chase Securities Inc. February 26, 1999 Page 10 the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter Underwriters as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters
(i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the thereof. Chase Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualifiedInc. November 13, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably request.1998 Page 11
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission Chase Securities Inc. November 13, 1998 Page 12 pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter Underwriters as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement Chase Securities Inc. November 13, 1998 Page 13 the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with --------------------- the Underwriter as followsUnderwriters that upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Compu- Chase Securities Act Inc. March 2, 1998 Page 10 tational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an Chase Securities Inc. March 2, 1998 Page 11 amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not be obligated to -------- ------- qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to -------- ------- file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, includ- Chase Securities Inc. March 2, 1998 Page 12 ing without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter Underwriters as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to Chase Securities Inc. March 2, 1998 Page 13 the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants with the Underwriter as follows:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement and (ii) to file the Prospectus with the Commission pursuant to General Instruction II.K. of Form F-9 under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; before amending or supplementing the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus or the Prospectuses prior to the Time of Delivery, to furnish to the Underwriter a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Underwriter, promptly after it receives notice thereof, (A) of the time when any amendment to the Canadian Prospectus has been filed or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commission, (B) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Basic Prospectuses, the Pricing Disclosure Package Time of Sale Prospectus or the Prospectuses or for additional information relating to the Securities; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably request.
(d) To furnish to the Underwriter a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectusobject.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not Not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Pricing Disclosure Package Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if it is necessary to amend or supplement the Pricing Disclosure Package Time of Sale Prospectus or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package Time of Sale Prospectus in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package Time of Sale Prospectus so that the statements in the Pricing Disclosure Package Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure PackageTime of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure PackageTime of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(g) If, during such period after the filing of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable law.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Basic Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Basic Prospectuses, the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof), including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (viiv) the cost of the preparation, issuance and delivery of the Securities, (viiv) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viiivi) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants consultants, (ixvii) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Agreement and (xiiviii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses includingexpenses, including fees and disbursements of their counsel, if any, transfer taxes payable on resale of any of the Securities by them, them and any advertising expenses connected with any offers they may make and the fees and disbursements of their counselmake.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) ▇▇▇▇▇▇ ▇▇▇ prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments an amendment or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended a supplement which will correct such statement or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading omission or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable laweffect such compliance.
(ge) If, during such period after The Bank will endeavor to qualify the filing of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable law.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities Notes for offer and sale under state the securities or Blue Sky laws of such jurisdictions as provided in Section 6(b) hereof, including filing fees the Underwriters shall reasonably request and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with will continue such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification effect so long as reasonably required for distribution of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understoodNotes; provided, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of that the Bank or warrants shall not be obligated to purchase or otherwise acquire debt securities of the Bank substantially similar qualify to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued do business in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.any
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Immediately following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Representative of such timely filing. In addition, to the extent that any Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank has filed such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) has provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter Representative a copy of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which the Underwriter shall have Representative reasonably objected in a timely manner by written notice to objects.
(c) During the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Representative promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that Final Prospectus and any supplement thereto as the Pricing Disclosure Package, as amended or supplemented, will comply with applicable lawUnderwriters may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter Representative as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of the Underwriter)Representative or unless such securities are referenced in the Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing J.P. Morgan Securities Act Inc. September 23, 2003 Page 10 such S▇▇▇▇▇▇▇▇▇ ▇erm Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(▇) ▇▇▇ ▇▇▇▇ will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Indenture Trustee, the Prospectus (Master Trust Trustee or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealerfiled or, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the The Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, includingincluding without limitation: (i) the fees, disbursements and expenses of the Bank’s counsel preparing, printing and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the reproducing each Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Chase Credit Card Master Trust)
Covenants of the Bank. The Bank covenants and --------------------- agrees with the Underwriter as followsUnderwriters that upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein Chase Securities Inc. February 19, 1997 Page 10 and will provide evidence satisfactory to the Representative of such timely filing. In addition, to the extent that any Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that such Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) has provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter Representative a copy of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which the Underwriter shall have Representative reasonably objected in a timely manner by written notice to objects.
(c) During the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Representative promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose; and will use its best efforts Chase Securities Inc. February 19, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating 1997 Page 11 to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, however, that the Bank shall not -------- ------- be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank -------- ------- shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Representative, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that Final Prospectus and any supplement thereto as the Pricing Disclosure Package, as amended or supplemented, will comply with applicable lawUnderwriters may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of delivering the Certificates to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all their own costs and expenses, including the cost of printing any Agreement Among Underwriters, the fees of counsel to any Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other Chase Securities Inc. February 19, 1997 Page 13 actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter Representative as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of the Underwriter)Representative or unless such securities are referenced in the Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that J.P. Morgan Securities Inc. and Banc One Capital Markets, Inc. May ▇▇, ▇▇▇▇ ▇▇ge 10 the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material J.P. Morgan Securities Inc. and Banc One Capital Markets, Inc. May ▇▇, ▇▇▇▇ ▇▇ge 11 fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as applicableJ.P. Morgan Securities Inc. and Banc One Capital Markets, Inc. May ▇▇, ▇▇▇▇ ▇▇ge 12 soon as such statements and reports are furnished to the Prospectus (Indenture Trustee, Master Trust Trustee or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealerfiled or, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the Notes, (ii) the cost of delivering the Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of the Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (v) the reasonable expenses and costs (not to exceed the amount specified in the Terms Agreement) incurred in connection with "blue sky" qualification of the Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Notes by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Series Certificate or the Notes by the rating agency or agencies that initially rate the Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Owner Trust to make generally available to the Bank’s security holders Noteholders and to the Underwriter Underwriters as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Owner Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional J.P. Morgan Securities Inc. and Banc One Capital Markets, Inc. May ▇▇, ▇▇▇▇ ▇▇ge 13 Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Notes without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Chase Credit Card Owner Trust 2004-2)
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsthat:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day following the execution and delivery of this Agreement and (ii) to The Bank will file the Prospectus with the Commission pursuant to General Instruction II.K. Rule 424(b) of Form F-9 under the Securities Act not later Rules and Regulations within the time prescribed therein and will provide evidence satisfactory to the Underwriter of such timely filing. The Bank will file any Issuer Free Writing Prospectus when and to the extent required by Rule 433(d) of the Rules and Regulations. Before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, other than the Commission’s close of business an Issuer Free Writing Prospectus listed on the second business day following the execution and delivery of this Agreement; before amending or supplementing the Registration StatementAnnex A, the Pricing Disclosure Package or the Prospectuses prior to the Time of Delivery, to Bank will furnish to the Underwriter a copy of each such the proposed amendment or supplement Issuer Free Writing Prospectus for review and approval. During any period that a prospectus relating to the Certificates is required to be delivered to purchasers of the Certificates by the Underwriter and dealers participating in the initial offering and sale of the Certificates on the Closing Date under the Act (but for Rule 172 of the Rules and Regulations) (a “prospectus delivery period”), the Bank will not to file any amendments to the Registration Statement, or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such proposed amendment amendments or supplement supplements to which the Underwriter, and if the Underwriter shall have reasonably objected in a timely manner by written notice to the Bankthereto promptly after receipt thereof; to file promptly all reports required to be filed by the Bank with will promptly advise the Reviewing Authority pursuant to Ontario Securities Laws and Underwriter or its counsel (i) when notice is received from the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise the Underwriter, promptly after it receives notice thereof, (A) of the time when that any amendment to the Canadian Prospectus has been filed or receipted, when any supplement to the Canadian Prospectus has been filed, when any post-effective amendment to the Registration Statement has been filed become or becomes effective or any supplement to the Pricing Disclosure Package or the Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionwill become effective, (B) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of the Registration Statement, (C) of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (Dii) of any request by the Reviewing Authority Commission for any amendment or supplement to the Registration Statement or the Commission Prospectus or for any additional information and (iii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the amending or supplementing offer and sale of the Registration StatementCertificates or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Base ProspectusesCommission or any authority administering any state securities or “blue sky” law, as soon as the Pricing Disclosure Package or the Prospectuses or for additional information relating Bank is advised thereof, and will use its reasonable efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts communication and to obtain the withdrawal of such orderas soon as possible its lifting, if issued.
(b) To endeavor to qualify If, at any time during the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as prospectus delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectusesperiod, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably request.
(d) To furnish to the Underwriter a copy of each proposed free writing prospectus to be used by, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package Prospectus in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture ActRules and Regulations, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority Commission (subject to the Underwriter’s prior review pursuant to paragraph (a) of this Section 5), an amendment or the Commission, as applicable, and furnish, at its own expense, supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance.
(c) The Bank will furnish to the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light copies of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure PackagePreliminary Prospectus, each Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as amended or supplemented, will comply with applicable lawsoon as available and in such quantities as the Underwriter may reasonably request.
(gd) If, during such period after The Bank will cooperate with the filing Underwriter in arranging for the qualification of the Prospectuses with the Reviewing Authority Certificates for sale and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) determination of their eligibility for investment under the Securities Act) is required by law to be delivered in connection with sales by laws of such jurisdictions as the Underwriter or dealerdesignates and will cooperate in continuing such qualifications in effect so long as required for the distribution of the Certificates; provided, however, that neither the Bank nor the Trust shall be obligated to qualify to do business in any event shall occur or condition exist as a result of jurisdiction in which it is necessary not currently so qualified or to amend take any action which would subject it to general or supplement unlimited service of process in any jurisdiction where it is not now so subject.
(e) For a period from the Prospectuses in order to make date of this Agreement until the statements therein, in the light retirement of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities LawsCertificates, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionBank, as applicableServicer, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by Underwriter copies of each certificate and the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the annual statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are compliance delivered to a purchaser, be misleading independent certified public accountants’ and reports furnished to the Indenture Trustee or so that such Prospectusthe Owner Trustee pursuant to the Sale and Servicing Agreement, as amended soon as practicable after such statements and reports are furnished to the Indenture Trustee or supplemented, will comply with applicable lawthe Owner Trustee.
(hf) To make generally available to So long as any of the Bank’s security holders and Certificates is outstanding, the Bank will furnish to the Underwriter as soon as practicable, but (A) all documents distributed, or caused to be distributed, by the Bank to the Certificateholders and (B) from time to time, such other information in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement possession of the Bank concerning the Trust and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of any other information concerning the Bank occurring after filed with any governmental or regulatory authority which is otherwise publicly available, as the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunderUnderwriter may reasonably request; provided provided, however, that the Bank may make such earnings statements generally available shall not be required to furnish hereunder any reports concerning the Trust filed by filing quarterly and annual reports the Bank with the Commission Commission.
(g) On or before the Closing Date, the Bank shall cause its computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Bank nor the Servicer shall take any action inconsistent with the Trust’s ownership of such Receivables and the security interest of the Indenture Trustee therein, other than as may be required permitted by the Exchange ActSale and Servicing Agreement.
(h) To the extent, if any, that the rating provided with respect to the Certificates by ▇▇▇▇▇’▇, Standard & Poor’s and/or Fitch is conditional upon the furnishing of documents or the taking of any other actions by the Bank agreed upon on or prior to the Closing Date, the Bank shall furnish such documents and take any such other actions.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(j) During For the period beginning on the date hereof and continuing to and including ending on the Closing Date, not to offerunless waived by the Underwriter, sell, contract to sell or otherwise dispose of in the United States any debt securities of neither the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not takenor any trust originated, directly or indirectly, any action designed by the Bank will offer to cause sell or result sell notes (other than the Notes) collateralized by, or certificates (other than the Certificates) evidencing an ownership interest in, receivables generated pursuant to retail automobile or light-duty truck installment sale contracts or purchase money loans.
(j) The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that might cause or result in, stabilization or manipulation is not required to be filed with the Commission in accordance with Rule 433(d) of the price of the Securities to facilitate the sale or resale of the SecuritiesRules and Regulations.
Appears in 1 contract
Sources: Certificate Underwriting Agreement (JPMorgan Chase Bank, National Association)
Covenants of the Bank. The Bank covenants and agrees with --------------------- the Underwriter as followsthat upon the execution of the applicable Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such applicable Terms Agreement, the Bank will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and delivery of this Agreement the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Certificates are to be purchased by the Underwriter, the initial public offering price, the selling concessions and (ii) to allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriter of such timely filing. In addition, to the extent that the Underwriter (i) has provided to the Bank Collateral Term Sheets (as defined below) that the Underwriter has provided to a prospective investor, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) has provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriter has provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which the Underwriter shall have reasonably objected in a timely manner by written notice to objects.
(c) During the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriter promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Certificates for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act Bank promptly will prepare and file with the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Trust Indenture ActCertificates for offer and sale under the securities or Blue Sky laws of Chase Securities Inc. December 17, forthwith to notify 1997 Page 11 such jurisdictions as the Underwriter andshall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Certificates; provided, upon however, that the request Bank shall -------- ------- not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall -------- ------- not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to the Underwriter, preparewithout charge, file with the Reviewing Authority or the Commissiontwo copies of each Registration Statement (including exhibits thereto), as applicableone of which will be signed, and furnish, at its own expense, to the Underwriter and to any dealer upon requestconformed copies of each Registration Statement (without exhibits thereto) and, either amendments or supplements to during the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that Final Prospectus and any supplement thereto as the Pricing Disclosure Package, as amended or supplemented, will comply with applicable lawUnderwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Certificates, or until such time as the Underwriter shall cease to maintain a secondary market in the Certificates, whichever first occurs, the Bank will deliver to the Underwriter (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Trustee, (iii) all documents required to be distributed to Certificateholders of the Trust and (iv) all documents filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Trustee or filed or, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Supplement and the Certificates, (ii) the cost of Chase Securities Inc. December 17, 1997 Page 12 delivering the Certificates to the Underwriter, (iii) any fees charged by investment rating agencies for the rating of such Certificates, and (iv) the reasonable expenses and costs (not to exceed the amount specified in the applicable Terms Agreement) incurred in connection with "blue sky" qualification of the Certificates for sale in those states designated by the Underwriter and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriter will pay all its own costs and expenses, including the fees of counsel to the Underwriter, transfer taxes on resale of any Certificates by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Certificates by the rating agency or agencies that initially rate the Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Trust to make generally available to the Bank’s security holders Certificateholders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Certificates without the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not takeUnderwriter or unless such securities are referenced in the Terms Agreement. Chase Securities Inc. December 17, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.1997 Page 13
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery the Notes, setting forth the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at any time during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, an amendment or a supplement which will correct such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as applicablethe Underwriters shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Bank shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and provided, further, that the Bank shall not be required to file a general consent to service of process in any jurisdiction.
(f) The Bank will furnish to each Underwriter, without charge, two copies of each Registration Statement (including exhibits thereto), one of which will be signed, and furnishto each Underwriter conformed copies of each Registration Statement (without exhibits thereto) and, at its own expense, to during the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Packageprospectus delivery period, as amended or supplemented, will no longer conflict with many copies of any Preliminary Final Prospectus and the Registration Statement, or so that the Pricing Disclosure Package, Final Prospectus and any supplement thereto as amended or supplemented, will comply with applicable laweach Underwriter may reasonably request.
(g) If, during such For a period after from the filing date of this Agreement until the retirement of the Prospectuses Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Bank will deliver to each Underwriter (i) the annual statements of compliance pursuant to the Indenture and the Pooling and Servicing Agreement, (ii) the annual independent certified public accountants' reports furnished to the Master Trust Trustee, (iii) all documents required to be distributed to Certificateholders of the Master Trust and to Noteholders of the Owner Trust and (iv) all docu- ments filed with the Reviewing Authority and Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee, Master Trust Trustee or filed with the Commission, as applicablesoon as such statements and reports are furnished to the Indenture Trustee, the Prospectus (Master Trust Trustee or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealerfiled or, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light if an affiliate of the circumstances when such Prospectus (or in lieu thereof Bank is not the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the CommissionServicer, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses soon thereafter as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable lawpracticable.
(h) The Bank will pay all expenses incident to the performance of its obligations under this Agreement, including without limitation: (i) expenses of preparing, printing and reproducing each Registration Statement, the Preliminary Final Prospectus, the Final Prospectus, this Agreement, the Terms Agreement, the Pooling and Servicing Agreement, the Indenture, the Deposit and Administration Agreement, the Supplement, the Series Certificate, and the Notes, (ii) the cost of delivering the Notes to the Underwriters, (iii) any fees charged by investment rating agencies for the rating of the Series Certificate and the Notes, (iv) the Indenture Trustee's and the Owner Trustee's fees and the reasonable fees and disbursements of the counsel thereto; and (v) the reasonable expenses and costs (not to exceed the amount specified in the Terms Agreement) incurred in connection with "blue sky" qualification of the Notes for sale in those states designated by the Underwriters and the printing of memoranda relating thereto (it being understood that, except as specified in this paragraph (h) and in Sections 8 and 9 hereof, the Underwriters will pay all of their costs and expenses, including the fees of counsel to the Underwriters, transfer taxes on resale of any Notes by them and advertising expenses connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect to the Series Certificate or the Notes by the rating agency or agencies that initially rate the Series Certificate or the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Bank, the Bank shall furnish such documents and take any such other actions.
(j) The Bank will cause the Owner Trust to make generally available to the Bank’s security holders Noteholders and to the Underwriter Underwriters as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, practicable an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank Owner Trust occurring after the effective date of this Agreement the Initial Registration Statement (or, if later, the effective date of the Additional Registration Statement), which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations Rule 158 of the Commission promulgated thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counsel.
(jk) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Bank will not to offer, sell, contract to sell or otherwise dispose of in the United States any debt credit card asset-backed securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank which are substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with Notes without the prior written consent of each Underwriter or unless such securities are referenced in the Underwriter)Terms Agreement.
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Covenants of the Bank. The Bank covenants and agrees with the Underwriter as followsUnderwriters that upon the execution of the Terms Agreement:
(a) To prepare the Canadian Prospectus and the Prospectus in a form reasonably approved by the Underwriter and (i) to file the Canadian Prospectus with the Reviewing Authority in accordance with the Shelf Procedures not later than the Reviewing Authority’s close of business on the second business day Promptly following the execution of such Terms Agreement, the Bank will prepare a Prospectus Supplement relating to the issuance of the Series Certificate and delivery J.P. Morgan Securities Inc. July 25, 2001 Page 7 the Notes, s▇▇▇▇▇▇ ▇▇▇▇h the amount of this Agreement Notes covered thereby and (ii) the terms thereof not otherwise specified in the Basic Prospectus, the price at which such Notes are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as the Bank deems appropriate. The Bank will file the such Prospectus Supplement with the Commission pursuant to General Instruction II.K. Rule 424 within the time prescribed therein and will provide evidence satisfactory to the Underwriters of such timely filing. In addition, to the extent that the Underwriters (i) have provided to the Bank Collateral Term Sheets (as defined below) that the Underwriters have provided to prospective investors, the Bank will file such Collateral Term Sheets as an exhibit to a report on Form F-9 under 8-K within two business days of its receipt thereof, or (ii) have provided to the Securities Act Bank Structural Term Sheets or Computational Materials (each as defined below) that such Underwriters have provided to a prospective investor, the Bank will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the Commission’s close of business date on which the second business day following Final Prospectus is filed with the execution and Commission pursuant to Rule 424.
(b) During the prospectus delivery of this Agreement; period, before amending filing any amendment or supplementing supplement to the Initial Registration Statement, the Pricing Disclosure Package Additional Registration Statement (if any) or the Prospectuses prior to Final Prospectus, the Time of Delivery, to Bank will furnish to the Underwriter a copy Underwriters copies of each such the proposed amendment or supplement for review and will not to file any such proposed amendment or supplement to which any Underwriter reasonably objects.
(c) During the Underwriter shall have reasonably objected in a timely manner by written notice to the Bank; to file promptly all reports required to be filed by prospectus delivery period, the Bank with the Reviewing Authority pursuant to Ontario Securities Laws and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to will advise the Underwriter, Underwriters promptly after it receives notice thereof, (Ai) of the time when any amendment to any Registration Statement shall have become effective, (ii) of any request by the Canadian Prospectus has been filed Commission for any amendment or receipted, when any supplement to the Canadian Prospectus has been filed, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Disclosure Package or the Final Prospectus has been filed, in each case, as applicable, with the Reviewing Authority or the Commissionfor any additional information, (Biii) of the issuance by the Reviewing Authority or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities or the effectiveness of any Registration Statement or the Registration Statementinitiation or threatening of any proceeding for that purpose, and (Civ) of the receipt by the Bank of any notification with respect to any suspension of the qualification of the Securities Notes for offering or offer and sale in any jurisdiction or the initiation or threatening of any proceeding for any such purpose, or (D) of any request by the Reviewing Authority or the Commission for the amending or supplementing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package or the Prospectuses or for additional information relating ; and will use its best efforts to the Securities; and, in the event of prevent the issuance of any such stop order or of notification and, if any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualificationis issued, to will promptly use its best efforts to obtain the withdrawal of such order.
(b) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably request; provided that in no event shall the Bank be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to file any general consent to service of process or to take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject.
(c) To furnish to the Underwriter, without charge, so long as delivery of a prospectus by the Underwriter or dealer may be required by the Securities Act, as many copies of the Pricing Disclosure Package, the Prospectuses, any documents incorporated therein by reference and any supplements and amendments thereto as the Underwriter may reasonably requestthereof.
(d) To furnish to If, at anytime during the Underwriter a copy of each proposed free writing prospectus to be used bydelivery period, or referred to by the Bank and not to use or refer to any proposed free writing prospectus to which the Underwriter reasonably objects. Each free writing prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission on the date of first use, and the Bank will comply with any filing requirements applicable to such free writing prospectus pursuant to Rule 433 of the rules and regulations of the Commission and each free writing prospectus will not, as of its issue date and through the time the Securities are delivered, include any information that conflicts with the information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(e) Other than the filing with the Commission of the Pricing Disclosure Package, not to knowingly take any action that would result in an Underwriter or the Bank being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the Pricing Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist occurs as a result of which it is the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event it shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if it is be necessary to amend or supplement the Pricing Disclosure Package or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in the Pricing Disclosure Package in order Final Prospectus to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter and, upon the request of the Underwriter, prepare, Bank promptly will prepare and file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable law.
(g) If, during such period after the filing of the Prospectuses with the Reviewing Authority and the Commission, as applicable, the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by the Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses in order to make the statements therein, in the light of the circumstances when such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement such Prospectuses or to file under Ontario Securities Laws or the Exchange Act any document incorporated by reference in such Prospectuses in order to comply with Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to notify the Underwriter, and, upon the request of the Underwriter, prepare, file with the Reviewing Authority or the Commission, as applicable, and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses the Underwriter will furnish to the Bank) to which Securities may have been sold by the Underwriter and to any other dealers upon request, either amendments or supplements to such Prospectus so that the statements in such Prospectuses as so amended or supplemented will not, in the light of the circumstances when such Prospectuses (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) are delivered to a purchaser, be misleading or so that such Prospectus, as amended or supplemented, will comply with applicable law.
(h) To make generally available to the Bank’s security holders and to the Underwriter as soon as practicable, but in any event not later than eighteen months after the effective date (as defined in Rule 158(c) under the Securities Act) of the Registration Statement, an earnings statement of the Bank and its subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided that the Bank may make such earnings statements generally available by filing quarterly and annual reports with the Commission as may be required by the Exchange Act.
(i) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the preparation and filing of the Canadian Base Prospectus, the Canadian Prospectus and any amendment or a supplement thereof with the Reviewing Authority, the registration and delivery of the Securities under the Securities Act and all other fees which will correct such statement or expenses in connection with the preparation and filing of the Registration Statement, the Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free writing prospectus prepared by omission or on behalf of, used by, or referred to by the Bank and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriter, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for the Underwriter in connection with effect such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities, (viii) the costs and expenses of the Bank relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Bank, and travel and lodging expenses of the representatives and officers of the Bank and any such consultants (ix) the document production charges and expenses associated with printing this Agreement, (x) the services of Ernst & Young LLP, (xi) the services of ▇▇▇▇▇ ▇▇▇▇▇ LLP and Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and (xii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriter will pay all of its own costs and expenses including, transfer taxes payable on resale of any of the Securities by them, any advertising expenses connected with any offers they may make and the fees and disbursements of their counselcompliance.
(j) During the period beginning on the date hereof and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of in the United States any debt securities of the Bank or warrants to purchase or otherwise acquire debt securities of the Bank substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper or Yankee certificates of deposit with a maturity of no more than 12 months issued in the ordinary course of business or (iii) securities or warrants permitted with the prior written consent of the Underwriter).
(k) [Reserved.]
(l) The Bank will not take, directly or indirectly, any action designed to cause or result in, or that might cause or result in, stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Chase Credit Card Owner Trust 2001-4)