Common use of Covenants of Provider Clause in Contracts

Covenants of Provider. (a) Provider hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the BFA Recipient for safekeeping of BFA and BFA Recipient signature imprinting functions (e.g., signature stamps, electronic signatures), if applicable; and for the preparation or use, and for keeping account of, such signatures. (b) In case of any requests or demands for the inspection of the Shareholder records of the BFA Recipient, Provider will endeavor to notify the BFA Recipient and to secure instructions from an authorized officer of the BFA Recipient as to such request or demand. Provider reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person. (c) Provider shall promptly notify the BFA Recipients in the event its registration as a transfer agent as provided in Section 17A(c) of the Exchange Act is revoked or if any proceeding is commenced before the SEC that may lead to such revocation. (d) In performing the services under this Article 5, Provider shall at all times act in conformity with and be informed by: (i) the BFA Recipients’ Declaration of Trust or Articles of Incorporation (or other formation document) and by-laws (or similar document), as the same may be amended from time to time; (ii) the investment objectives, policies, restrictions and other practices set forth in the BFA Recipients’ Prospectus(es), as the same may be amended from time to time, which amendments shall be provided to Provider promptly after such amendments become effective; and (iii) all applicable requirements of the Securities Act, the Exchange Act, the 1940 Act, the USA PATRIOT Act of 2001, as amended, and any other laws, rules and regulations of Governmental Authorities with jurisdiction over Provider and all Provider Laws, as such may be applicable to the provision of Transfer Agency Services by Provider.

Covenants of Provider. (a) Provider hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the BFA Recipient for safekeeping of BFA and BFA Recipient signature imprinting functions (e.g., signature stamps, electronic signatures), if applicable; and for the preparation or use, and for keeping account of, such signatures. (b) In case of any requests or demands for the inspection of the Shareholder records of the BFA Recipient, Provider will endeavor to notify the BFA Recipient and to secure instructions from an authorized officer of the BFA Recipient as to such request or demand. Provider reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person. (c) Provider shall promptly notify the BFA Recipients in the event its registration as a transfer agent as provided in Section 17A(c) of the Exchange Act is revoked or if any proceeding is commenced before the SEC that may lead to such revocation. (d) In performing the services under this Article 5, Provider shall at all times act in conformity with and be informed by: (i) the BFA Recipients’ Declaration of Trust or Articles of Incorporation (or other formation document) and by-laws (or similar document), as the same may be amended from time to time; (ii) the investment objectives, policies, restrictions and other practices set forth in the BFA Recipients’ Prospectus(es), as the same may be amended from time to time, which amendments shall be provided to Provider promptly after such amendments become effective; and (iii) all applicable requirements of the Securities Act, the Exchange Act, the 1940 Act, the USA PATRIOT Act of 2001, as amended, and any other laws, rules and regulations of Governmental Authorities with jurisdiction over Provider and all Provider Laws, as such may be applicable to the provision of Transfer Agency Services by Provider.

Covenants of Provider. (a) Provider hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the BFA Recipient for safekeeping of BFA and BFA Recipient signature imprinting functions (e.g., signature stamps, electronic signatures), if applicable; and for the preparation or use, and for keeping account of, such signatures. (b) In case of any requests or demands for the inspection of the Shareholder records of the BFA Recipient, Provider will endeavor to notify the BFA Recipient and to secure instructions from an authorized officer of the BFA Recipient as to such request or demand. Provider reserves the right, however, to exhibit the Shareholder records to any person whenever it is Master Services Agreement 18 advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person. (c) Provider shall promptly notify the BFA Recipients in the event its registration as a transfer agent as provided in Section 17A(c) of the Exchange Act is revoked or if any proceeding is commenced before the SEC that may lead to such revocation. (d) In performing the services under this Article 5, Provider shall at all times act in conformity with and be informed by: (i) the BFA Recipients’ Declaration of Trust or Articles of Incorporation (or other formation document) and by-laws (or similar document), as the same may be amended from time to time; (ii) the investment objectives, policies, restrictions and other practices set forth in the BFA Recipients’ Prospectus(es), as the same may be amended from time to time, which amendments shall be provided to Provider promptly after such amendments become effective; and (iii) all applicable requirements of the Securities Act, the Exchange Act, the 1940 Act, the USA PATRIOT Act of 2001, as amended, and any other laws, rules and regulations of Governmental Authorities with jurisdiction over Provider and all Provider Laws, as such may be applicable to the provision of Transfer Agency Services by Provider.

Covenants of Provider. The Provider covenants and agrees with Purchaser as follows: (a) In connection with the initial purchase of Eligible Receivables or a Batch by Purchaser, the Provider hereby agrees will execute such financing statements under the UCC naming Purchaser as secured party as Purchaser may reasonably request with respect to establish any such Eligible Receivables or Batch that may be purchased pursuant to this Agreement. From time to time, upon request, the Provider will provide Purchaser with any additional information, will execute and maintain facilities deliver to Purchaser any additional agreements, instruments, documents or financing statements and procedures reasonably acceptable will take all actions deemed by Purchaser as necessary or desirable to effectuate the provisions of the Purchase Documents, to evidence, protect and perfect the assignment of the title to the BFA Recipient for safekeeping Purchased Receivables and to facilitate the collection of BFA and BFA Recipient signature imprinting functions (e.g., signature stamps, electronic signatures), if applicable; and for the preparation or use, and for keeping account of, such signaturesPurchased Receivables. (b) In case Each of any requests Purchaser and its agents and representatives are hereby irrevocably constituted and designated as the Provider's attorneys-in-fact, which irrevocable power of attorney is coupled with an interest, (i) to endorse or demands for sign the inspection Provider's name to financing statement remittances, invoices, assignments, checks, drafts or other instruments or documents in respect of the Shareholder records of the BFA RecipientPurchased Receivables, Provider will endeavor (ii) to notify Third Party Obligors to make payments on the BFA Recipient Purchased Receivables directly pursuant to and subject to the terms and provisions of Section 5.01(b) hereof, and (iii) to bring suit in the Provider's name and to secure instructions from an authorized officer of the BFA Recipient settle or compromise such Purchased Receivables as to such request or demand. Provider reserves the rightPurchaser may, howeverin its discretion, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such persondeem appropriate. (c) The Provider shall promptly notify will pay on demand all Purchaser's costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, interest expenses which may be expended or incurred by Purchaser in enforcing or attempting to enforce any of Purchaser's rights against the BFA Recipients in Provider under the event its registration as a transfer agent as provided in Section 17A(c) of the Exchange Act is revoked or if any proceeding is commenced before the SEC that may lead to such revocationPurchase Documents. (d) In The Provider shall keep its books and accounts in accordance with generally accepted accounting principals and shall make a notation on its books and records, including any computer files, to indicate which Claims have been sold to Purchaser. Purchaser or its designated representatives from time to time may verify the Purchased Receivables, inspect, check, take copies of or extracts from the Provider's books, records and files, and the Provider will make the same available to Purchaser or such representatives at any reasonable time for such purposes. (e) The Provider agrees that Purchaser will be permitted to have at least one of its agents or representatives physically present in the Provider's administrative offices during normal business hours to assist the Provider in performing the services its obligations under this Article 5Agreement, including its obligations with respect to the collection of Purchased Receivables pursuant to Section 5.01 herein. (f) So long as this Agreement is in effect the Provider shall at all times act in conformity with and be informed by: will deliver to Purchaser, (i) within forty-five (45) days after the BFA Recipients’ Declaration end of Trust or Articles each fiscal quarter, the Provider's consolidated financial statements for such period and for that portion of Incorporation (or other formation document) and by-laws (or similar document)its fiscal year through the end of such period, as the same may be amended from time to time; (ii) within ninety (90) days after the investment objectivesend of the Provider's fiscal year, policiesthe Provider's audited annual consolidated financial statements for such year (or if such statements are not audited, restrictions and other practices set forth in statements certified by the BFA Recipients’ Prospectus(es), as the same may be amended from time to time, which amendments shall be provided to Provider promptly after such amendments become effective; Provider's chief financial officer and (iii) promptly upon request, such other information concerning the Provider as Purchaser may from time to time request, including Medicare cost reports and audits. (g) The Provider shall promptly notify Purchaser in the event of any action, suit, proceeding, dispute, offset, deduction, defense or counterclaim that is or may be asserted by a Third Party Obligor with respect to any Purchased Receivable. The Provider shall make all applicable requirements payments to the Third Party Obligors necessary to prevent the Third Party Obligors from offsetting any earlier overpayment to the Provider against any amounts the Third Party Obligors owe on any Purchased Receivables. (h) The Provider shall do nothing to impede or interfere with the collection of the Securities Act, the Exchange Act, the 1940 Act, the USA PATRIOT Act of 2001, Purchased Receivable (as amendedprovided in this Agreement), and shall not amend, waive or otherwise permit or agree to any other lawsdeviation from the terms or conditions of any Purchased Receivable. The Provider shall not purport to sell, rules assign or grant a security interest in any Purchased Receivable after it has been sold to Purchaser. (i) The Provider shall treat the assignment of Purchased Receivables pursuant to this Agreement as a sale for all purposes, including tax and regulations accounting. (j) Any payment on a Purchased Receivable remitted directly to Provider shall be immediately transmitted to Purchaser or its designee. (k) Provider shall use its best efforts to make collections on all Purchased Receivables for the benefit of Governmental Authorities with jurisdiction over Provider and all Provider LawsPurchaser. In the event of a default, as such Purchaser may be applicable at its option assume responsibilities for servicing pursuant to the provision terms of Transfer Agency Services by Providerthe Claims Management Agreement.