Common use of Covenants of the Trust Depositor Clause in Contracts

Covenants of the Trust Depositor. The Trust Depositor covenants and agrees with the Underwriters: (a) To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) 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 or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act. (b) During the period that a prospectus relating to the Notes is required to be delivered under the Securities Act in connection with sales of such Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"), before filing any amendment or supplement to the Registration Statement or the Prospectus, the Trust Depositor will furnish to the Representative a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative reasonably objects. (c) During the prospectus delivery period, the Trust Depositor will advise the Representative promptly after it receives notice thereof, (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (iv) of the issuance by the Commission of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceedings for that purpose and (v) of any notification with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts to prevent the issuance of any such stop order or suspension and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof. (d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act, the Trust Depositor 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 Trust Depositor will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Trust Depositor 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 Trust Depositor shall not be required to file a general consent to service of process in any jurisdiction. (f) The Trust Depositor will furnish to the Representative, without charge, two copies of the Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of the Registration Statement (without exhibits thereto) and, during the prospectus delivery period. as many copies of any Preliminary Prospectus and the Prospectus and any supplement thereto as the Underwriters may reasonably request. (g) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Trust Depositor will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Indenture Trustee, (iii) all documents required to be distributed to Noteholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee or filed or as soon thereafter as practicable. (h) To the extent, if any, that the rating provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Trust Depositor, the Trust Depositor shall furnish such documents and take any such other actions. (i) The Trust Depositor will cause the Trust to make generally available to Noteholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the Effective Date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder. (j) For a period of 90 days from the date hereof, the Trust Depositor will not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offering of, any securities collateralized by, or evidencing an ownership interest in, any asset-backed securities of the Trust Depositor or the Trust (other than the Notes purchased hereunder) without the prior written consent of the Underwriters.

Covenants of the Trust Depositor. The Trust Depositor covenants and agrees with the Underwriters: (a) To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) 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 or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act. (b) During the period that a prospectus relating to the Notes is required to be delivered under the Securities Act in connection with sales of such Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"), before filing any amendment or supplement to the Registration Statement or the Prospectus, the Trust Depositor will furnish to the Representative a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative reasonably objects. (c) During the prospectus delivery period, the Trust Depositor will advise the Representative promptly after it receives notice thereof, (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the issuance by the Commission of First Union Capital Markets, a division of Wheat First Securities, Inc. [__________ __], 1998 6 any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (iv) of the issuance by the Commission of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceedings for that purpose and (v) of any notification with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts to prevent the issuance of any such stop order or suspension and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof. (d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act, the Trust Depositor 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 Trust Depositor will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; providedPROVIDED, howeverHOWEVER, that the Trust Depositor shall not be obligated to qualify to do business in any jurisdiction in which it is not currently so qualified; and providedPROVIDED, furtherFURTHER, that the Trust Depositor shall not be required to file a general consent to service of process in any jurisdiction. (f) The Trust Depositor will furnish to the Representative, without charge, two copies of the Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of the Registration Statement (without exhibits thereto) and, during the prospectus delivery period. as many copies of any Preliminary Prospectus and the Prospectus and any supplement thereto as the Underwriters may reasonably request. (g) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Trust Depositor will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Indenture Trustee, (iii) all documents required to be distributed to Noteholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee or filed or as soon thereafter as practicable. (h) To the extent, if any, that the rating provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Trust Depositor, the Trust Depositor shall furnish such documents and take any such other actions. (i) The Trust Depositor will cause the Trust to make generally available to Noteholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the Effective Date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder. (j) For a period of 90 days from the date hereof, the Trust Depositor will not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offering of, any securities collateralized by, or evidencing an ownership interest in, any asset-backed securities of the Trust Depositor or the Trust (other than the Notes purchased hereunder) without the prior written consent of the Underwriters.

Covenants of the Trust Depositor. The Trust Depositor covenants and agrees the Servicer, jointly and severally, covenant and agree with the Underwriterseach Underwriter as follows: (a) To The Trust Depositor will prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) 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 or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act. (b) During the period that a prospectus relating to the Notes is required to be delivered under the Securities Act in connection with sales of such Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"), before filing any amendment or supplement to the Registration Statement or the Prospectus, the Trust Depositor will furnish to the Representative a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative reasonably objects. (c) During the prospectus delivery period, the Trust Depositor will advise the Representative promptly after it receives notice thereof, (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information, ; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (iv) of the issuance by the Commission of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceedings for that purpose and (v) of any notification with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts to prevent the issuance of any such stop order or suspension and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof. (d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act, the Trust Depositor 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 Trust Depositor will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Trust Depositor 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 Trust Depositor shall not be required to file a general consent to service of process in any jurisdiction. (f) The Trust Depositor will furnish to the Representative, without charge, two copies of the Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of the Registration Statement (without exhibits thereto) and, during the prospectus delivery period. , as many copies of any Preliminary Prospectus and the Prospectus and any supplement thereto as the Underwriters may reasonably request. (g) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Trust Depositor will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Indenture Trustee, (iii) all documents required to be distributed to Noteholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee or filed or as soon thereafter as practicable. (h) To the extent, if any, that the rating provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Trust Depositor, the Trust Depositor shall furnish such documents and take any such other actions. (i) The Trust Depositor will cause the Trust to make generally available to Noteholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the Effective Date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder. (j) [For a period of 90 days from the date hereof, the Trust Depositor will not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offering of, any securities collateralized by, or evidencing an ownership interest in, any asset-backed securities of the Trust Depositor or the Trust (other than the Notes purchased hereunder) without the prior written consent of the Underwriters.]

Covenants of the Trust Depositor. The Trust Depositor covenants and agrees with the Underwriters: (a) To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) 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 or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act. (b) During the period that a prospectus relating to the Notes is required to be delivered under the Securities Act in connection with sales of such Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"), before filing any amendment or supplement to the Registration Statement or the Prospectus, the Trust Depositor will furnish to the Representative a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative reasonably reasonable objects. (c) During the prospectus delivery period, the Trust Depositor will advise the Representative promptly after it receives notice thereof, (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the First Union Capital Markets Corp. 6 _______, 1997 Prospectus or for any additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (iv) of the issuance by the Commission of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceedings for that purpose and (v) of any notification with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts to prevent the issuance of any such stop order or suspension and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof. (d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act, the Trust Depositor 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 Trust Depositor will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Trust Depositor 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 Trust Depositor shall not be required to file a general consent to service of process in any jurisdiction. (f) The Trust Depositor will furnish to the Representative, without charge, two copies of the Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of the Registration Statement (without exhibits thereto) and, during the prospectus delivery period. , as many copies of any Preliminary Prospectus and the Prospectus and any supplement thereto as the Underwriters may reasonably request. (g) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Trust Depositor will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Indenture Trustee, (iii) all documents required to be distributed to Noteholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee or filed or as soon thereafter as practicable.. First Union Capital Markets Corp. 7 _____, 1997 (h) To the extent, if any, that the rating provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Trust Depositor, the Trust Depositor shall furnish such documents and take any such other actions. (i) The Trust Depositor will cause the Trust to make generally available to Noteholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the Effective Date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder. (j) For a period of 90 days from the date hereof, the Trust Depositor will not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offering of, any securities collateralized by, or evidencing an ownership interest in, any asset-backed securities of the Trust Depositor or the Trust (other than the Notes purchased hereunder) without the prior written consent of the Underwriters.

Covenants of the Trust Depositor. The Trust Depositor covenants and agrees the Servicer, jointly and severally, covenant and agree with the Underwriterseach Underwriter as follows: (a) To The Trust Depositor will prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) 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 or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act. (b) During the period that a prospectus relating to the Notes is required to be delivered under the Securities Act in connection with sales of such Notes (such period being hereinafter sometimes referred to as the "prospectus delivery period"), before filing any amendment or supplement to the Registration Statement or the Prospectus, the Trust Depositor will furnish to the Representative a copy of the proposed amendment or supplement for review and will not file any such proposed amendment or supplement to which the Representative reasonably objects. (c) During the prospectus delivery period, the Trust Depositor will advise the Representative promptly after it receives notice thereof, (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for any additional information, ; (iii) of the issuance by the Commission of First Union Capital Market Corp. [_____________________], 1999 any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose, (iv) of the issuance by the Commission of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceedings for that purpose and (v) of any notification with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and will use its best efforts to prevent the issuance of any such stop order or suspension and, if any is issued, will promptly use its best efforts to obtain the withdrawal thereof. (d) If, at any time during the prospectus delivery period, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act, the Trust Depositor 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 Trust Depositor will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualification in effect so long as reasonably required for distribution of the Notes; provided, however, that the Trust Depositor 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 Trust Depositor shall not be required to file a general consent to service of process in any jurisdiction. (f) The Trust Depositor will furnish to the Representative, without charge, two copies of the Registration Statement (including exhibits thereto), one of which will be signed, and to each Underwriter conformed copies of the Registration Statement (without exhibits thereto) and, during the prospectus delivery period. , as many copies of any Preliminary Prospectus and the Prospectus and any supplement thereto as the Underwriters may reasonably request. (g) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever first occurs, the Trust Depositor will deliver to the Underwriters (i) the annual statements of compliance, (ii) the annual independent certified public accountants' reports furnished to the Indenture Trustee, (iii) all documents required to be distributed to Noteholders of the Trust and (iv) all documents filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder, in each case as provided to the Indenture Trustee or filed with the Commission, as soon as such statements and reports are furnished to the Indenture Trustee or filed or as soon thereafter as practicable.. First Union Capital Market Corp. [_____________________], 1999 (h) To the extent, if any, that the rating provided with respect to the Notes by the rating agency or agencies that initially rate the Notes is conditional upon the furnishing of documents or the taking of any other actions by the Trust Depositor, the Trust Depositor shall furnish such documents and take any such other actions. (i) The Trust Depositor will cause the Trust to make generally available to Noteholders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Trust occurring after the Effective Date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder. (j) For a period of 90 days from the date hereof, the Trust Depositor will not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offering of, any securities collateralized by, or evidencing an ownership interest in, any asset-backed securities of the Trust Depositor or the Trust (other than the Notes purchased hereunder) without the prior written consent of the Underwriters.