Common use of Duty to Update Disclosure Clause in Contracts

Duty to Update Disclosure. The Indenture Trustee will notify and provide information, and certify such information in an Officer's Certificate, to the Depositor upon any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (A) (i) is required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against The Bank of New York Mellon that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or (ii) the Depositor reasonably requests of the Indenture Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of such request or (B) (i) is required to be disclosed under Item 5 (submission of matters to a vote of Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of such submission, (ii) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of The Bank of New York Mellon as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Indenture Trustee becoming aware of such occurrence or (iii) causes the information provided by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Indenture Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Indenture Trustee becoming aware thereof.

Duty to Update Disclosure. The Indenture Trustee will notify and provide information, and certify such information in an Officer's ’s Certificate, to the Depositor Depositors upon any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (Aa) (i) is i)is required to be disclosed by the Depositor Depositors under Item 2 (the institution of, material developments in, or termination of legal proceedings against The Bank of New York Mellon that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or (ii) the either Depositor reasonably requests of the Indenture Trustee that the such Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of such request or (Bb) (i) is required to be disclosed under Item 5 (submission of matters to a vote of Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of such submission, (ii) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of The Bank of New York Mellon as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Indenture Trustee becoming aware of such occurrence or (iii) causes the information provided by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Indenture Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Indenture Trustee becoming aware thereof.

Duty to Update Disclosure. The Indenture Trustee will notify and provide information, and certify such that information in an Officer's ’s Certificate, to the Depositor upon on the occurrence of any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (Aa) (i) is may be required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against The Bank of New York Mellon Xxx Xxxx xx Xxx Xxxx Xxxxxx that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or the occurrence, (iib) the Depositor reasonably requests of the Indenture Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of such request or the request, (B) (ic) is required to be disclosed under Item 5 (submission of matters to a vote of Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of such the submission, (iid) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of The Bank of New York Mellon as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Indenture Trustee becoming aware of such the occurrence or (iiie) causes the information provided given by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided given by the Indenture Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Indenture Trustee becoming aware thereofof the event or condition.

Duty to Update Disclosure. The At any time (and only during such time period) that the Transferors, on behalf of the Issuer, are required to file periodic reports under the Exchange Act and if required by Regulation AB, and beginning on June 28, 2006, the Indenture Trustee will notify and provide information, and certify such information in an a certificate signed by a Trustee Officer's Certificate, to the Depositor Transferors upon any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (A) (i) is required to be disclosed by the Depositor Transferors under Item 2 (the institution of, material developments in, or termination of legal proceedings against The Bank of New York Mellon that are material to Noteholders) of Form 10-D under the Exchange Act within five days 5 Business Days of such occurrence or occurrence, (ii) the Depositor reasonably requests of the Indenture Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of such request or (B) (i) is required to be disclosed under Item 5 (submission of matters to a vote of Noteholders) of Form 10-D under the Exchange Act within five days 5 Business Days of a Responsible Person of the Indenture Trustee Officer becoming aware of such submission, (iiiii) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of The Bank of New York Mellon as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two days 2 Business Days of a Responsible Person of the Indenture Trustee Officer becoming aware of such occurrence occurrence, or (iiiiv) causes the information provided by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee Officer under this Section to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Indenture Trustee in light of the circumstances in which they were made not misleading within five days 5 Business Days of a Responsible Person Trustee Officer becoming aware thereof or (v) other than with respect to the subject matter covered by clauses (i)-(iv) above, the Transferors reasonably request of the Indenture Trustee becoming aware thereofthat the Transferors, in good faith, believe is necessary to comply with Regulation AB within 5 Business Days of such request; provided, however, that the Indenture Trustee shall not be required to provide any information or certification or respond to any communication to it (including communications via electronic mail) pursuant to, or with respect to, the foregoing clauses (i), (ii) and (iii) in the event that (x) the Indenture Trustee has previously notified the Transferors of the related event pursuant to another provision of this Indenture, (y) the Issuer or the Transferors already have knowledge of the related event pursuant to another provision of this Indenture, or (z) there has been no change to the information previously provided by the Indenture Trustee.

Duty to Update Disclosure. The Indenture Trustee will notify and provide information, and certify such that information in an Officer's ’s Certificate, to the Depositor upon on the occurrence of any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (Aa) (i) is may be required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against The Bank of New York Mellon that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or the occurrence, (iib) the Depositor reasonably requests of the Indenture Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of such request or the request, (B) (ic) is required to be disclosed under Item 5 (submission of matters to a vote of Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of such the submission, (iid) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of The Bank of New York Mellon as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Indenture Trustee becoming aware of such the occurrence or (iiie) causes the information provided given by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided given by the Indenture Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Indenture Trustee becoming aware thereofof the event or condition.

Duty to Update Disclosure. The Indenture Trustee will notify and provide information, and certify such that information in an Officer's ’s Certificate, to the Depositor upon on the occurrence of any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (Aa) (i) is may be required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against The Bank of New York Mellon that are material to the Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or the occurrence, (iib) the Depositor reasonably requests of the Indenture Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of such request or the request, (B) (ic) is required to be disclosed under Item 5 (submission of matters to a vote of the Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of such the submission, (iid) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of The Bank of New York Mellon as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Indenture Trustee becoming aware of such the occurrence or (iiie) causes the information provided given by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided given by the Indenture Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Indenture Trustee becoming aware thereofof the event or condition.