Common use of Exchange Act Reports Clause in Contracts

Exchange Act Reports. The Company will use its reasonable best efforts to timely file with the SEC such information as the SEC may require under Section 13(a) or Section 15(d) of the Exchange Act, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holder.

Exchange Act Reports. (a) The Company will use Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Payment Date (subject to permitted extensions under the Exchange Act) with the Commission a Form 10-D with copies of the Monthly Statement and, to the extent delivered to the Indenture Trustee, no later than 10 days following the Payment Date, any other information identified by the Issuer or the Master Servicer (the "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Issuer or Master Servicer, as the case may be, shall specify the item on Form 10-D to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D, the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in EDGAR-compatible form. The Indentxxx Xrustee shall prepare for filing and file any amendment to any Form 10-D previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer. The Master Servicer shall sign each Form 10-D filed on behalf of the Issuer. The Indenture Trustee shall encode these filings to provide for automated filing notification instructions to the Countrywide MBS Surveillance Group at its reasonable best efforts email address at SAGroup@countrywide.com (or at anx xxxxx xxxxxxx xxxxxxxted in writing by the Master Servicer) in its EDGAR submissions when making thexx xxlings. (b) Other than the reports required to timely be filed on behalf of the Issuer by the Indenture Trustee pursuant to Section 7.03(a), the Issuer shall: (i) file with the SEC such information as Commission, the SEC Indenture Trustee, and the Credit Enhancer copies of the annual reports and of the information, documents, and other reports (or copies of the portions of any of these the Commission prescribes in its rules and regulations) that the Issuer may require under be required to file with the Commission pursuant to Section 13(a) 13 or Section 15(d) of the Exchange Act, within 15 days after the Issuer is required to file the same with the Commission; (ii) file with the Indenture Trustee, the Credit Enhancer, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to Commission in accordance with the availability of Rule 144 or Rule 144A under the Securities Act Commission's rules and regulations any additional information, documents, and reports with respect to its Common Stock. The Company shall furnish compliance by the Issuer with the conditions and covenants of this Indenture the rules and regulations require; and (iii) supply to any holder of Registrable Securities forthwith upon request such reports the Indenture Trustee and documents as a holder may reasonably request in availing itself the Credit Enhancer summaries of any rule or regulation of information, documents, and reports required to be filed by the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect Issuer pursuant to clauses (di) or and (eii) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming this Section and by the transferor is not an affiliate rules and regulations of the CompanyCommission (and the Indenture Trustee shall transmit them by mail to all Noteholders described in TIA Section 313(c), ). (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i)Unless the Issuer otherwise determines, (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request the fiscal year of the Company, such Holder provides the Company with an opinion Issuer shall end on December 31 of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holdereach year.

Exchange Act Reports. The With a view to making available to the Buyers the benefits of Rule 144 (or its successor rule), the Company will agrees to: (a) use its reasonable best efforts to timely file with make and keep public information available, as those terms are understood and defined in Rule 144, until the SEC earlier of (i) six (6) months after such information date as the SEC may require under Section 13(a) or Section 15(d) all of the Exchange ActRegistrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect, and or (ii) such date as all of the Company Registrable Securities shall have been resold; (b) use its reasonable best efforts to take file with the SEC in a timely manner all action as may be reports and other documents required as a condition to of the availability of Rule 144 or Rule 144A Company under the Securities Act with respect and the Exchange Act so long as the Company remains subject to its Common Stock. The Company such requirements (it being understood that nothing herein shall furnish to limit any holder of Registrable the Company’s obligations under the Securities forthwith upon request Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Buyers (so long as the Buyers owns Registrable Securities), promptly upon request, (i) a holder may reasonably request in availing itself written statement by the Company, if true, that it has complied with the reporting, submission, and posting requirements of any rule or regulation Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that if such reports or documents are not publicly available on via XXXXX, and (iii) such other information as may be reasonably requested to permit the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Buyers to sell such Securities shall not contain any legend at such time as a Holder has provided reasonable evidence pursuant to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses Rule 144 without registration; and (d) or (e) below), that (a) there has been a sale of take such Registrable Securities pursuant additional action as is reasonably requested by the Buyers to an effective registration statement, (b) there has been a sale of such enable the Buyers to sell the Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities ’s Transfer Agent as may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued reasonably requested from time to time by the SEC). Following Buyers and otherwise fully cooperate with the Buyers and any broker of a Buyer to effect such time as restrictive legends are not required to be placed on certificates representing Registrable sale of Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderRule 144.

Exchange Act Reports. The Company will use its reasonable best efforts to timely shall file with the SEC Trustee, within 15 days after it files the same with the Commission, copies of the information, documents and other reports (or copies of such information portions of any of the foregoing as the SEC Commission may require under by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13(a) 13 or Section 15(d) of the Exchange Act, including its annual reports on Form 20-F and its reports on Form 6-K. In addition, the Company shall use make the same information, documents and other reports available, at its reasonable best efforts expense, to take all action as may Holders who so request in writing. In the event that, in the future, the Company is not required to file such information, documents or other reports pursuant to Section 13 or 15(d) of the Exchange Act, the Company shall furnish on a reasonably prompt basis to the Trustee and Holders who so request in writing, substantially the same financial and other information that the Company would be required as a condition to include and file in an annual report on Form 20-F and reports on Form 6-K. If the Company is not subject to the availability reporting requirements of Section 13 or 15(d) of the Exchange Act at any time when the Securities are “restricted securities” within the meaning of Rule 144 144(a)(3) under the Securities Act, then it shall promptly furnish or cause to be furnished financial and other information described in Rule 144A(d)(4) under the Securities Act of 1933 (or any successor provision thereto) with respect to the Company or the Guarantor to any Holder or to a prospective purchaser of a Note who is designated by such Holder and is a qualified institutional buyer (as defined in Rule 144A), upon the request of such Holder or prospective purchaser, to the extent required to permit such Holder to comply with Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request any resale of the Company, such Holder provides the Company with an opinion of counsel to Securities held by such Holder. Delivery of such reports, in a reasonably acceptable form, information and documents to the effect that Trustee is for informational purposes only and the Trustee’s receipt of such saleshall not constitute constructive notice of any information contained therein or determinable from information contained therein, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent compliance with any of a certificate representing Registrable Securities containing a restrictive legend and its covenants hereunder (as to which the foregoing evidence (and opinion if applicableTrustee is entitled to rely exclusively on Officer’s Certificates), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holder.

Exchange Act Reports. The With a view to making available to the Investor the benefits of Rule 144 (or its successor rule), the Company will agrees to: (a) use its reasonable best efforts to timely file with make and keep public information available, as those terms are understood and defined in Rule 144, until the SEC earlier of (i) six (6) months after such information date as the SEC may require under Section 13(a) or Section 15(d) all of the Exchange ActRegistrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect, and or (ii) such date as all of the Company Registrable Securities shall have been resold; (b) use its reasonable best efforts to take file with the SEC in a timely manner all action as may be reports and other documents required as a condition to of the availability of Rule 144 or Rule 144A Company under the Securities Act with respect and the Exchange Act so long as the Company remains subject to its Common Stock. The Company such requirements (it being understood that nothing herein shall furnish to limit any holder of Registrable Securities forthwith upon request the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Investor (so long as the Investor owns Registrable Securities), promptly upon request, (i) a holder may reasonably request in availing itself written statement by the Company, if true, that it has complied with the reporting, submission, and posting requirements of any rule or regulation Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that if such reports or documents are not publicly available on via XXXXX, and (iii) such other information as may be reasonably requested to permit the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Investor to sell such Securities shall not contain any legend at such time as a Holder has provided reasonable evidence pursuant to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses Rule 144 without registration; and (d) or (e) below), that (a) there has been a sale of take such Registrable Securities pursuant additional action as is reasonably requested by the Investor to an effective registration statement, (b) there has been a sale of such enable the Investor to sell the Registrable Securities pursuant to Rule 144 (assuming 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the transferor is not an affiliate Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with the Investor and any broker of the Company), (c) Investor to effect such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderRule 144.

Exchange Act Reports. The Company will use its reasonable best efforts to timely file with the SEC such information as the SEC may require under Section 13(a) or Section 15(d) of the Exchange Act, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities (if any) shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing evidencing Registrable Securities (if any) pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing evidencing Registrable Securities (if any) containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing evidencing such Registrable Securities (if any) that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate (if any) so delivered by such Holder.

Exchange Act Reports. (a) The Company will use its reasonable best efforts Parent Common Stock has been registered under Section 12 of the Exchange Act and Parent is subject to the periodic reporting requirements of Section 13 of the Exchange Act. (b) Except as set forth on Schedule 3.10(b), Parent has timely file filed all forms, reports and documents required to be filed with the SEC such information as by applicable law since the SEC may require under Section date it first became subject to the periodic reporting requirements of Sections 13(a), 14(a), 14(c) or Section and 15(d) of the Exchange Act. All such required forms, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder (including the financial statements, exhibits and schedules thereto and those documents that Parent may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration file subsequent to the extent that such reports or documents date hereof) are not publicly available on collectively referred to herein as the SEC’s Electronic Data Gathering“Parent SEC Filings.” As of their respective dates, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company Parent SEC Filings (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than i) were prepared in accordance with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements Exchange Act, as the case may be, and the rules and regulations of the Securities Act SEC thereunder applicable to such Parent SEC Filings, and (including controlling judicial interpretations and pronouncements issued ii) did not at the time they were filed (or if amended or superseded by a filing prior to the SEC). Following Effective Date, then on the date of such time as restrictive legends are not filing) contain any untrue statement of a material fact or omit to state a material fact required to be placed stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Each of the financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Filings, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on certificates representing Registrable Securities pursuant a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent as of December 31, 2014 is hereinafter referred to as the “Parent Balance Sheet.” Except for those liabilities disclosed on Schedule 3.10(c) (the “Permitted Liabilities”), as of the Merger Time Parent will not have any liabilities of a nature required to be disclosed on a balance sheet or in the related notes to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee consolidated financial statements prepared in accordance with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderGAAP.

Exchange Act Reports. The Company will use its reasonable best efforts to timely file with the SEC such information as the SEC may require under Section 13(a) or Section 15(d) of the Exchange Act, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s 's Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities (if any) shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s 's or selling stockholder’s 's letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing evidencing Registrable Securities (if any) pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s 's transfer agent of a certificate representing evidencing Registrable Securities (if any) containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing evidencing such Registrable Securities (if any) that is free from all restrictive and other legends or credit the balance account of such Holder’s 's or such Holder’s 's nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate (if any) so delivered by such Holder.

Exchange Act Reports. The Company will use its reasonable best efforts has made available to timely file with each Subscriber through the SEC such information as Electronic Data Gathering Analysis and Retrieval (XXXXX) system true, correct and complete copies of all reports required to be filed by it under the SEC may require under Exchange Act, including pursuant to Section 13(a) or Section 15(d) thereof, since January 1, 1996 (the foregoing materials being collectively referred to herein as the "Exchange Act Reports"). The Company has not provided to the Subscriber any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed. As of their respective dates, the Exchange Act Reports complied (and as of its effective date, the Registration Statement for the Underlying Shares will comply) in all material respects with the requirements of the Exchange Act (or, in the case of such Registration Statement, the Securities Act) and the rules and regulations of the SEC promulgated thereunder and other applicable federal, state and local laws, rules and regulations, and none of the Exchange Act Reports contained (and, as of its effective date, such Registration Statement will not contain) any untrue statement of a material fact or omitted (and, as of its effective date, the Registration Statement will not omit) to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The audited financial statements of the Company shall use its reasonable best efforts included in the Exchange Act Reports or incorporated by reference in the Registration Statement comply or will comply in all material respects as to take all action form with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been (or will be) prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be required as a condition otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the availability extent they may not include footnotes or may be condensed or summary statements) and fairly present (or will fairly present) in all material respects the consolidated financial position of Rule 144 or Rule 144A under the Securities Act with respect Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to its Common Stocknormal year-end audit adjustments). The Company shall furnish to any holder of Registrable Securities forthwith upon request has timely filed (including filing such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports by incorporation by reference) all agreements or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to which the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), is a party that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant filed as exhibits to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderExchange Act Reports.

Exchange Act Reports. The Company will use its reasonable best efforts (a) So long as the Seller is required to timely file Exchange Act Reports with respect to the SEC Issuing Entity, no later than each Payment Date, each of the Indenture Trustee, the Owner Trustee and the Servicer shall notify (and the Servicer shall cause each Reporting Subcontractor and the Sub-Servicer to notify) the Seller of any Form 10-D Disclosure Item with respect to such Person, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably acceptable to the Seller. In addition to such information as the SEC may require under Servicer is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Seller, the Servicer shall provide (and shall cause the Sub-Servicer to provide) such information which is available to the Servicer, without unreasonable effort or expense, regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the statements to Noteholders pursuant to Section 13(a5.06, commencing with the first such report due no less than five Business Days following such request. (b) or Section 15(dSo long as the Depositor is required to file Exchange Act Reports with respect to the Issuing Entity, each of the Indenture Trustee, the Owner Trustee and the Servicer shall promptly notify the Seller, but in no event later than one (1) Business Day after its occurrence, of any Reportable Event (in the case of the Owner Trustee, only an event in clause (d) of the definition of Reportable Event) of which such Person (or, in the case of the Indenture Trustee or Owner Trustee, a Responsible Officer) has actual knowledge. Each Person shall be deemed to have actual knowledge of any such event to the extent that it relates to such Person or any action or failure to act by such Person. (c) So long as the Depositor is required to file Exchange Act Reports, (i) no later than January 1 of each year commencing in 20[__], the Depositor shall provide a list of the Item 1119 Parties to the Owner Trustee, Indenture Trustee and Servicer and (ii) no later than January 15 of each year, commencing in 20[__], the Indenture Trustee, the Owner Trustee and the Servicer shall notify the Depositor of any Form 10-K Disclosure Item, together with a description of any such Form 10-K Disclosure Item in form and substance reasonably acceptable to the Depositor. (d) The Indenture Trustee, the Owner Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the satisfaction of the Depositor’s reporting requirements under the Exchange Act with respect to the Trust. In addition to the information specified in this Section 4.16, if so requested by the Depositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Indenture Trustee, the Owner Trustee and the Company Servicer shall use its reasonable best efforts provide the Depositor with (a) such information which is available to take all action such Person without unreasonable effort or expense and within such timeframe as may be required as a condition reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the availability extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of Rule 144 such agreement or Rule 144A amendment in EXXXX-compatible form. Each of the Servicer, the Indenture Trustee and the Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the Securities Act basis of evolving interpretations of Regulation AB. (e) Each of the Indenture Trustee and the Owner Trustee represents that (i) there are no affiliations relating to such Person with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule 1119 Party, (ii) there are no relationships or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than transactions with respect to clauses any 1119 Party and such Person that are outside the ordinary course of business or on terms other than would be obtained in an arm’s-length transaction with an unrelated third party, apart from the transactions contemplated under the transaction documents, and that are material to the investors’ understanding of the Notes and (diii) there are no legal proceedings pending, or (e) below)known to be contemplated by governmental authorities, against such Person, or of which the property of such Person is subject, that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, material to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderNoteholders.

Exchange Act Reports. Generally. The Company will use its reasonable best efforts send to timely the Trustee copies of all reports that the Parent Guarantor is required to file with the SEC such information as the SEC may require under pursuant to Section 13(a) or Section 15(d) of the Exchange Act, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 Act (other than Current Reports on Form 8-K or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system Form 6-K (or any successor system thereto. Certificates evidencing Registrable Securities shall form), as the case may be) within fifteen (15) calendar days after the date that the Parent Guarantor is required to file the same (after giving effect to all applicable grace periods under the Exchange Act); provided, however, that the Company need not contain any legend at such time as a Holder has provided reasonable evidence send to the Company (including Trustee any customary broker’s material for which the Parent Guarantor has received, or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below)is seeking in good faith and has not been denied, that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued confidential treatment by the SEC. Any report that the Parent Guarantor files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Trustee at the time such report is so filed via the EDGAR system (or such successor). Following Upon the request of any Holder, the Trustee will provide to such time as restrictive legends are not required Holder a copy of any report that the Company has sent the Trustee pursuant to this Section 3.02(A), other than a report that is deemed to be placed on certificates representing Registrable Securities sent to the Trustee pursuant to the preceding sentence, . (B) Trustee’s Disclaimer. The Trustee need not determine whether the Company will, no later than three Parent Guarantor has filed any material via the EDGAR system (3or such successor). The sending or filing of reports pursuant to Section 3.02(A) Business Days following the delivery by a Holder will not be deemed to constitute actual or constructive notice to the Company Trustee of any information contained, or determinable from information contained, therein, including the Company’s transfer agent or the Parent Guarantor’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee will have no obligation whatsoever to monitor or confirm, on a certificate representing Registrable Securities containing a restrictive legend and continuing basis or otherwise, the foregoing evidence Parent Guarantor’s compliance with its covenants under this Indenture or with respect to any reports or other documents filed with the SEC via the EDGAR system (and opinion if applicable)or any successor thereto) or any other website, deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holderparticipate in any conference calls. Section 3.03.

Exchange Act Reports. The Company will use its reasonable best efforts has filed all reports required to timely file with be filed by it under the SEC such information as the SEC may require under Exchange Act, including pursuant to Section 13(a) or Section 15(d) thereof, since August 31, 1995 (the foregoing materials being collectively referred to herein as the "Exchange Act Reports"). The Company has delivered or made available to the Subscribers true, correct and complete copies of the Exchange ActAct Reports (including, without limitation, proxy information and solicitation materials). The Company has not provided to the Subscribers any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed. As of their respective dates, the Exchange Act Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and other applicable federal, state and local laws, rules and regulations, and none of the Exchange Act Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The audited financial statements of the Company shall use its reasonable best efforts included in the Exchange Act Reports comply or will comply in all material respects as to take all action form with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be required as a condition otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the availability extent they may not include footnotes or may be condensed or summary statements) and fairly present (or will fairly present) in all material respects the consolidated financial position of Rule 144 or Rule 144A under the Securities Act with respect Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to its Common Stocknormal year-end audit adjustments). The Company shall furnish to any holder of Registrable Securities forthwith upon request has filed (including filing such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports by incorporation by reference) all agreements or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to which the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), is a party that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant filed as exhibits to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderExchange Act Reports.

Exchange Act Reports. (a) The Company Indenture Trustee shall prepare for filing and file in accordance with the Exchange Act within 15 days after each Payment Date (subject to permitted extensions under the Exchange Act) with the Commission a Form 10-D with copies of the Monthly Statement and, to the extent delivered to the Indenture Trustee, no later than 5 days following the Payment Date, any other information identified by the Issuer or the Master Servicer (the "Additional Designated Information") to be filed with the Commission. If the Issuer or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Issuer or Master Servicer, as the case may be, shall specify the item on Form 10-D to which the information is responsive and, with respect to any exhibit to be filed on Form 10-D, the exhibit number. Any Additional Designated Information to be filed on Form 10-D shall be delivered to the Indenture Trustee in EDGAR-compatible form. If no Additional Designated Information is prxxxxxd to the Indenture Trustee by the 5th day after a Payment Date, the Indenture Trustee will use not be required to include such information in the Form 10-D filing for the Payment Date. The Indenture Trustee shall prepare for filing and file any amendment to any Form 10-D previously filed with the Commission with respect to the Issuer at the request of the Issuer or the Master Servicer. The Master Servicer shall sign each Form 10-D filed on behalf of the Issuer. The Indenture Trustee shall encode these filings to provide for automated filing notification instructions to the Countrywide MBS Surveillance Group at its reasonable best efforts email address at SAGroup@countrywide.com (or at any other address designated in writixx xx xxx Xxxxxx Xxxxxxer) in its EDGAR submissions when making these filings. (b) Other than txx xxports required to timely be filed on behalf of the Issuer by the Indenture Trustee pursuant to Section 7.03(a), the Issuer shall: (i) file with the SEC such information as Commission, the SEC Indenture Trustee, and the Credit Enhancer copies of the annual reports and of the information, documents, and other reports (or copies of the portions of any of these the Commission prescribes in its rules and regulations) that the Issuer may require under be required to file with the Commission pursuant to Section 13(a) 13 or Section 15(d) of the Exchange Act, within 15 days after the Issuer is required to file the same with the Commission; (ii) file with the Indenture Trustee, the Credit Enhancer, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to Commission in accordance with the availability of Rule 144 or Rule 144A under the Securities Act Commission's rules and regulations any additional information, documents, and reports with respect to its Common Stock. The Company shall furnish compliance by the Issuer with the conditions and covenants of this Indenture the rules and regulations require; and (iii) supply to any holder of Registrable Securities forthwith upon request such reports the Indenture Trustee and documents as a holder may reasonably request in availing itself the Credit Enhancer summaries of any rule or regulation of information, documents, and reports required to be filed by the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect Issuer pursuant to clauses (di) or and (eii) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming this Section and by the transferor is not an affiliate rules and regulations of the CompanyCommission (and the Indenture Trustee shall transmit them by mail to all Noteholders described in TIA Section 313(c), ). (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i)Unless the Issuer otherwise determines, (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request the fiscal year of the Company, such Holder provides the Company with an opinion Issuer shall end on December 31 of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holdereach year.