Proceedings with Respect to Certain Assets and Liabilities (a) In connection with any investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the Receiver. (b) In addition to its obligations under Section 6.4, the Assuming Institution shall provide representatives of the Receiver access at reasonable times and locations without other limitation or qualification to (i) its directors, officers, employees and agents and those of the Subsidiaries acquired by the Assuming Institution, and (ii) its books and records, the books and records of such Subsidiaries and all Credit Files, and copies thereof. Copies of books, records and Credit Files shall be provided by the Assuming Institution as requested by the Receiver and the costs of duplication thereof shall be borne by the Receiver. (c) Not later than ten (10) days after the Put Notice pursuant to Section 3.4 or the date of the notice of transfer of any Loan by the Assuming Institution to the Receiver pursuant to Section 3.6, the Assuming Institution shall deliver to the Receiver such documents with respect to such Loan as the Receiver may request, including without limitation the following: (i) all related Credit Documents (other than certificates, notices and other ancillary documents), (ii) a certificate setting forth the principal amount on the date of the transfer and the amount of interest, fees and other charges then accrued and unpaid thereon, and any restrictions on transfer to which any such Loan is subject, and (iii) all Credit Files, and all documents, microfiche, microfilm and computer records (including but not limited to magnetic tape, disc storage, card forms and printed copy) maintained by, owned by, or in the possession of the Assuming Institution or any Affiliate of the Assuming Institution relating to the transferred Loan.
COMPLIANCE WITH RESPECT TO THE APARTMENT 15.1. Subject to para 1 2 above, the Allottee sha ll, after taking possession, be solely responsible to maintain the Apartment at his/her own cost, in good repair and condition and shall not do or suffer to be done anything in or to the Building, or the Apartment or the staircases, lifts, common passages, corridors, circulation areas, atrium or the compound which may be in viol ation of any loss or rules of any authority or change or alter or make additions to the Apartment and keep the Apartment, its walls and partitions, sewers, drains, pipe and appurtenances thereto or belonging thereto, in good and tenantable repair and maintain the same in a fit and proper condition and ensuring that the support, shelter etc. of the Building is not in any way damaged or jeopardized. 15.2. The Allottee further undertakes, assures and guarantees that he/she would not put any sign-board/name-plate, neon light, publicity material or advertisement material etc. on the face façade of the Building or anywhere on the exterior of the Project, buildings therein or Common Areas. The Allottees, shall also not change the colour scheme of the outer walls or painting of the exterior side of the windows or carry out any change in the exterior elevation or design. Further the Allottee shall not store any hazardous or combustible goods in the Apartment or place any heavy material in the common passages or staircase of the Building. The Allottee shall also not remove any wall including the outer and load bearing wall of the Apartment. 15.3. The Allottee shall plan distribute its electrical load inconformity with the electrical systems installed by the Promoter/Developer and thereafter the association of allottees and / or maintenance agency appointed by association of allottees. The Allottee shall be responsible for any loss or damages arising out of breach of any of the aforesaid conditions and the allottee shall not raise any objection whatsoever if the Promoter/Developer in future purchases the land adjacent to the said land and amalgamate the same for construction of another phase or block and for such construction the common entrance road is to be used for free access to the Phase/Block.
Action by Owners with Respect to Certain Matters The Owner Trustee shall not have the power, except upon the direction of the Owners, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 8.01 thereof or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Owners.
Covenants of the Company With Respect to Registration In connection with the filing of any Registration Document by the Company, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file the Registration Document on the date indicated in the notice delivered to the Warrant Holder and the holders of the Warrant Securities pursuant to Section 7.2 or as soon as reasonably practicable thereafter and shall use its best efforts to have any such Registration Document declared effective at the earliest practicable time. The Company will promptly notify each of the Warrant Holder and holder of Warrant Securities electing to include Warrant Securities in the Registration Document (collectively the “Selling Securities Holders”) and confirm in writing, (i) when such Registration Document becomes effective, (ii) when any post-effective amendment to such Registration Document becomes effective and (iii) of any request by the SEC for any amendment or supplement to such Registration Document or any prospectus relating thereto or for additional information. The Company shall furnish to each Selling Securities Holder such number of copies of such Registration Document (or prospectus contained therein) and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Selling Securities Holders may reasonably request in order to facilitate the disposition of the Warrant Securities included in the Registration Document. (b) The Company shall pay all costs (excluding transfer taxes, if any, and fees and expenses of Holder(s)’ counsel and the Holder’s pro-rata portion of the selling discount or commissions), fees and expenses in connection with all Registration Documents filed pursuant to Sections 7.2 hereof including, without limitation, the Company’s legal and accounting fees, printing expenses, blue sky fees and expenses. If the Company shall fail to comply with the provisions of Section 7.4(a), the Company shall, in addition to any other equitable or other relief available to the Selling Securities Holders, be liable for any or all special and consequential damages sustained by the Selling Securities Holders. (c) The Company shall prepare and file with the SEC such amendments and supplements to such Registration Document and the prospectus used in connection therewith as may be reasonably necessary to keep such Registration Document effective for at least nine months (or such longer period as permitted by the Act), and to comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Document during such period in accordance with the intended methods of disposition by the Selling Securities Holders of the Warrant Securities set forth in such Registration Document. If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Document, the Company shall promptly notify each Selling Securities Holder and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will use its good faith reasonable efforts and take all reasonably necessary action which may be required in qualifying or registering the Warrant Securities included in the Registration Document for offering and sale under the securities or blue sky laws of such states as reasonably are required by the Selling Securities Holders; provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction, nor shall the officers, directors and five percent (5%) or greater shareholder be required to deposit in escrow and securities of the Company owned by them or subject such securities to any form of lockup arrangement in connection with such registration. The Company shall use its good faith reasonable efforts to cause the Warrant Securities covered by such Registration Document to be registered with or approved by such other governmental agencies or authorities of the United States or any State thereof as may be reasonably necessary to enable the Selling Security Holders to consummate the disposition of the Warrant Securities included in the Registration Document. (d) The Company shall indemnify the Selling Securities Holders and each person, if any, who controls any Selling Securities Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement. (e) If requested by the Company prior to the filing of any Registration Document covering the Warrant Securities, each of the Selling Securities Holders and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by the Selling Securities Holder, or their successors or assigns, for specific inclusion in the Registration Document. (f) Nothing contained in this Agreement shall be construed as requiring the Warrant Holder to exercise the Warrants prior to the filing of any Registration Document or the effectiveness thereof. (g) Notwithstanding the provisions of Section 7.2 of this Agreement, the Company shall not be required to effect or cause the registration of any Warrant Securities pursuant to Section 7.2 hereof if, within 30 days after its receipt of a request to include Warrant Securities within the Registration Document (i) counsel for the Company delivers an opinion to the Selling Securities Holder, in form and substance satisfactory to counsel to the Selling Securities Holder, to the effect that the entire number of Warrant Securities proposed to be sold by such Selling Securities Holder may otherwise be sold, in the manner proposed by the Selling Securities Holder, without registration under the Securities Act, or (ii) the SEC shall have issued a no-action position, in form and substance satisfactory to counsel for the Selling Securities Holder, to the effect that the entire number of Warrant Securities proposed to be sold by the Selling Securities Holder may be sold by it, in the manner proposed by the Selling Securities Holder, without registration under the Securities Act.
Amendments, Etc. With Respect to the Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Purchasers, and the Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Purchasers may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Purchasers shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.