Common use of Obligations of the Depositor Clause in Contracts

Obligations of the Depositor. (a) The Depositor shall: (i) on behalf of the Trust, prepare and file with the Commission in accordance with rules and regulations prescribed by the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe), if any, which the Depositor on behalf of the Trust may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act with respect to the Trust; (ii) on behalf of the Trust, prepare and file with the Commission, in accordance with rules and regulations prescribed by the Commission and file with the Trustee, within fifteen (15) days after the Depositor is required to file the same with the Commission, such additional information, documents and reports, including such certificates of independent public accountants contemplated in TIA Section 314(a)(2), with respect to compliance by the Depositor with the conditions and covenants of the Series Trust Agreement, if any, as may be required to be filed with the Commission from time to time by such rules and regulations; (iii) supply to the Trustee (and the Trustee shall transmit by mail to all Certificateholders described in TIA Section 313(c), in the manner and to the extent provided therein) such summaries of any information, documents and reports required to be filed by the Depositor pursuant to clauses (i) and (ii) of this Section 4.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission; and (iv) after an Available Information Event, on behalf of the Trust, prepare and file with the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, reports of the kind referred to in clause (i) of this Section 4.1(a) with respect to each Underlying Securities Issuer, to the extent such reports are then available to the Depositor, for as long as the Depositor on behalf of the Trust is required to file such reports under the Exchange Act. Such reports shall include quarterly and annual financial statements and other information of the type required to be filed on Form 8-K under the Exchange Act with respect to the Underlying Securities Issuer. A copy of each such report shall be provided to the Trustee at least ten (10) Business Days prior to the date required for filing. If such reports and information are not available to the Depositor at a time when such reports and information are required to be filed with the Commission by the Depositor on behalf of the Trust, the Depositor shall cause the removal of the Certificates from the DTC book-entry system as set forth in Section 3.11 of the Series Trust Agreement and shall notify the Underlying Securities Issuer that the Certificateholders constitute record holders of the Underlying Securities for purposes of the Exchange Act. (b) The Depositor shall deliver to the Trustee, not less often than annually, an Officer's Certificate of an Executive Officer of the Depositor that meets the requirements of TIA Section 314, dated as of the date set forth in the Forepart for such year, stating that: (i) a review of the activities of the Depositor during such calendar year and of the performance under the Series Trust Agreement has been made under such Executive Officer's supervision; and (ii) to the best of such Executive Officer's knowledge, based on such review, the Depositor has fulfilled all conditions and covenants under the Series Trust Agreement throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to such Executive Officer and the nature and status thereof. A copy of such certificate may be obtained by any Certificateholder, without charge, upon a request in writing to the Depositor addressed to the Corporate Trust Office of the Trustee. (c) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), on the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (d) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), at least annually after the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Series Trust Agreement until such date in the following calendar year. (e) If and only if the Series Trust Agreement provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee): (i) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such release), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each Person signing such certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof; (ii) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, if the fair value of the property or securities and of all other property or securities released from the lien created by the Series Trust Agreement since the commencement of the then current calendar year, as set forth in the certificates required by clause (i) above and this clause (ii), equals 10% or more of the Certificate Principal Balance of the Outstanding Certificates at the beginning of such year, then the Depositor shall furnish to the Trustee an Independent Certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate of the Depositor is less than $25,000 or less than one percent of the then aggregate Certificate Principal Balance of the Outstanding Certificates; (iii) prior to the deposit with the Trustee of any securities (other than Certificates or securities secured by a lien prior to the lien created by the Series Trust Agreement) in exchange for which the Trust is to authenticate and deliver Certificates, withdraw cash constituting a part of the Trust Assets or release of any property or securities subject to the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such deposit), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each person signing such certificate as to the fair value to the Depositor of the securities to be so deposited; (iv) whenever the Depositor is required to furnish to the Trustee an Officer's Certificate of the Depositor described in clause (iii) above, the Depositor shall also deliver to the Trustee an Independent Certificate as to the same matters, and in the case of authentication and delivery of Certificates, shall cover the fair value to the Depositor of all other securities so deposited since the then current calendar year as to which an Independent Certificate has not yet been furnished, if the fair value to the Depositor of the securities to be so deposited and of all other such securities made the basis of any such authentication and delivery, withdrawal or release since the commencement of the then current calendar year, as set forth in the certificates delivered pursuant to clause (iii) above and this clause (iv), is 10% or more of the Certificate Principal Balance of the Outstanding Certificates, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Depositor as set forth in the related Officer's Certificate of the depositor is less than $25,000 or less than one percent of the aggregate Certificate Principal Balance of the Outstanding Certificates; (v) subject to the payment of its fees and expenses hereunder, the Trustee may, and when required by the provisions of the Series Trust Agreement, shall, execute instruments to release property from the lien created by the Series Trust Agreement, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of the Series Trust Agreement. No party relying upon an instrument executed by the Trustee in connection therewith shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (vi) the Trustee shall at such time as there are no Outstanding Certificates and all sums due to the Trustee hereunder have been paid, release any remaining portion of the Trust Assets that secured the Certificates from the lien created by the Series Trust Agreement and release to the Depositor or any other Person entitled thereto any funds then included in the trust estate. (f) In relation to the authentication and delivery of the Certificates and the Notes the release or the release and substitution of property subject to the lien created by the Series Trust Agreement, to the satisfaction and discharge of the Series Trust Agreement, or to any other action to be taken by the Trustee at the request or upon the application of the Depositor, the Depositor shall furnish to the Trustee the following evidence of compliance with the conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, to such action, namely (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in the Series Trust Agreement relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of the TIA, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of the Series Trust Agreement, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in the Series Trust Agreement shall include: (i) a statement that such signatory of such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the judgment of each such signatory, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

Obligations of the Depositor. (a) The Depositor shall: (i) on behalf of the Trust, prepare and file with the Commission in accordance with rules and regulations prescribed by the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe), if any, which the Depositor on behalf of the Trust may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act with respect to the Trust; (ii) on behalf of the Trust, prepare and file with the Commission, in accordance with rules and regulations prescribed by the Commission and file with the Trustee, within fifteen (15) days after the Depositor is required to file the same with the Commission, such additional information, documents and reports, including such certificates of independent public accountants contemplated in TIA Section 314(a)(2), with respect to compliance by the Depositor with the conditions and covenants of the Series Trust Agreement, if any, as may be required to be filed with the Commission from time to time by such rules and regulations; (iii) supply to the Trustee (and the Trustee shall transmit by mail to all Certificateholders described in TIA Section 313(c), in the manner and to the extent provided therein) such summaries of any information, documents and reports required to be filed by the Depositor pursuant to clauses (i) and (ii) of this Section 4.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission; and (iv) after an Available Information Event, on behalf of the Trust, prepare and file with the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, reports of the kind referred to in clause (i) of this Section 4.1(a) with respect to each Underlying Securities Issuer, to the extent such reports are then available to the Depositor, for as long as the Depositor on behalf of the Trust is required to file such reports under the Exchange Act. Such reports shall include quarterly and annual financial statements and other information of the type required to be filed on Form 8-K under the Exchange Act with respect to the Underlying Securities Issuer. A copy of each such report shall be provided to the Trustee at least ten (10) Business Days prior to the date required for filing. If such reports and information are not available to the Depositor at a time when such reports and information are required to be filed with the Commission by the Depositor on behalf of the Trust, the Depositor shall cause the removal of the Certificates from the DTC book-entry system as set forth in Section 3.11 of the Series Trust Agreement and shall notify the Underlying Securities Issuer that the Certificateholders constitute record holders of the Underlying Securities for purposes of the Exchange Act. (b) The Depositor shall deliver to the Trustee, not less often than annually, an Officer's Certificate of an Executive Officer of the Depositor that meets the requirements of TIA Section 314, dated as of the date set forth in the Forepart for such year, stating that: (i) a review of the activities of the Depositor during such calendar year and of the performance under the Series Trust Agreement has been made under such Executive Officer's supervision; and (ii) to the best of such Executive Officer's knowledge, based on such review, the Depositor has fulfilled all conditions and covenants under the Series Trust Agreement throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to such Executive Officer and the nature and status thereof. A copy of such certificate may be obtained by any Certificateholder, without charge, upon a request in writing to the Depositor addressed to the Corporate Trust Office of the Trustee. (c) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), on the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (d) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), at least annually after the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Series Trust Agreement until such date in the following calendar year. (e) If and only if the Series Trust Agreement provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee): (i) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such release), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each Person signing such certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof; (ii) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, if the fair value of the property or securities and of all other property or securities released from the lien created by the Series Trust Agreement since the commencement of the then current calendar year, as set forth in the certificates required by clause (i) above and this clause (ii), equals 10% or more of the Certificate Principal Balance of the Outstanding Certificates at the beginning of such year, then the Depositor shall furnish to the Trustee an Independent Certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate of the Depositor is less than $25,000 or less than one percent of the then aggregate Certificate Principal Balance of the Outstanding Certificates; (iii) prior to the deposit with the Trustee of any securities (other than Certificates or securities secured by a lien prior to the lien created by the Series Trust Agreement) in exchange for which the Trust is to authenticate and deliver Certificates, withdraw cash constituting a part of the Trust Assets or release of any property or securities subject to the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such deposit), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each person signing such certificate as to the fair value to the Depositor of the securities to be so deposited; (iv) whenever the Depositor is required to furnish to the Trustee an Officer's Certificate of the Depositor described in clause (iii) above, the Depositor shall also deliver to the Trustee an Independent Certificate as to the same matters, and in the case of authentication and delivery of Certificates, shall cover the fair value to the Depositor of all other securities so deposited since the then current calendar year as to which an Independent Certificate has not yet been furnished, if the fair value to the Depositor of the securities to be so deposited and of all other such securities made the basis of any such authentication and delivery, withdrawal or release since the commencement of the then current calendar year, as set forth in the certificates delivered pursuant to clause (iii) above and this clause (iv), is 10% or more of the Certificate Principal Balance of the Outstanding Certificates, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Depositor as set forth in the related Officer's Certificate of the depositor is less than $25,000 or less than one percent of the aggregate Certificate Principal Balance of the Outstanding Certificates; (v) subject to the payment of its fees and expenses hereunder, the Trustee may, and when required by the provisions of the Series Trust Agreement, shall, execute instruments to release property from the lien created by the Series Trust Agreement, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of the Series Trust Agreement. No party relying upon an instrument executed by the Trustee in connection therewith shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (vi) the Trustee shall at such time as there are no Outstanding Certificates and all sums due to the Trustee hereunder have been paid, release any remaining portion of the Trust Assets that secured the Certificates from the lien created by the Series Trust Agreement and release to the Depositor or any other Person entitled thereto any funds then included in the trust estate. (f) In relation to the authentication and delivery of the Certificates and the Notes Certificates, the release or the release and substitution of property subject to the lien created by the Series Trust Agreement, to the satisfaction and discharge of the Series Trust Agreement, or to any other action to be taken by the Trustee at the request or upon the application of the Depositor, the Depositor shall furnish to the Trustee the following evidence of compliance with the conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, to such action, namely (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in the Series Trust Agreement relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of the TIA, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of the Series Trust Agreement, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in the Series Trust Agreement shall include: (i) a statement that such signatory of such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the judgment of each such signatory, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

Obligations of the Depositor. (a) The Depositor shall: (i) on behalf of the Trust, prepare and file or cause the Trustee (in accordance with instructions from the Depositor as to form and substance) to prepare and file with the Commission in accordance with rules and regulations prescribed by the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe), if any, which the Depositor on behalf of the Trust may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act with respect to the Trust; (ii) on behalf of the Trust, prepare and file or cause the Trustee (in accordance with instructions from the Depositor as to form and substance) to prepare and file with the Commission, in accordance with rules and regulations prescribed by the Commission and file with the Trustee, within fifteen (15) days after the Depositor is required to file the same with the Commission, such additional information, documents and reports, including such certificates of independent public accountants contemplated in TIA Section 314(a)(2), with respect to compliance by the Depositor Trust with the conditions and covenants of the Series Trust Agreement, if any, as may be required to be filed with the Commission from time to time by such rules and regulations;; EXHIBIT 4.3 (iii) supply to the Trustee (and the Trustee shall transmit by mail to all Certificateholders described in TIA Section 313(c), in the manner and to the extent provided therein) such summaries of any information, documents and reports required to be filed by the Depositor pursuant to clauses (i) and (ii) of this Section 4.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission; and (iv) after an Available Information Event, on behalf of the Trust, prepare and file or cause the Trustee to prepare and file with the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, reports of the kind referred to in clause (i) of this Section 4.1(a) with respect to each Underlying Securities Issuer, to the extent such reports are then available to the Depositor, for as long as the Depositor on behalf of the Trust is required to file such reports under the Exchange Act. Such reports shall include quarterly and annual financial statements and other information of the type required to be filed on Form 8-K under the Exchange Act with respect to the Underlying Securities Issuer. A copy of each such report shall be provided to the Trustee at least ten (10) Business Days prior to the date required for filing. If such reports and information are not available to the Depositor at a time when such reports and information are required to be filed with the Commission by the Depositor on behalf of the Trust, the Depositor Trustee shall cause the removal of the Certificates from the DTC book-entry system as set forth in Section 3.11 of the Series Trust Agreement and shall notify the Underlying Securities Issuer that the Certificateholders constitute record holders of the Underlying Securities for purposes of the Exchange Act. (b) The Depositor shall deliver to the Trustee, not less often than annuallyon or before February 15th of each year, an Officer's Certificate of signed by an Executive Officer of the Depositor that meets the requirements of TIA Section 314, dated as of the date set forth in the Forepart for such year, stating that: (i) a review of the activities of the Depositor during such calendar year and of the performance under the Series Trust Agreement has been made under such Executive Officer's supervision; and (ii) to the best of such Executive Officer's knowledge, based on such review, the Depositor has fulfilled all conditions and covenants under the Series Trust Agreement throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to such Executive Officer and the nature and status thereof. A copy of such certificate may be obtained by any Certificateholder, without charge, upon a request in writing to the Depositor addressed to the Corporate Trust Office of the Trustee. (c) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), on the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.. EXHIBIT 4.3 (d) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), at least annually after the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Series Trust Agreement until such date in the following calendar year. (e) If and only if the Series Trust Agreement provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee): (i) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such release), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each Person signing such certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof; (ii) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, if the fair value of the property or securities and of all other property or securities released from the lien created by the Series Trust Agreement since the commencement of the then current calendar year, as set forth in the certificates required by clause (i) above and this clause (ii), equals 10% or more of the Certificate Principal Balance of the Outstanding Certificates at the beginning of such year, then the Depositor shall furnish to the Trustee an Independent Certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate of the Depositor is less than $25,000 or less than one percent of the then aggregate Certificate Principal Balance of the Outstanding Certificates; (iii) prior to the deposit with the Trustee of any securities (other than Certificates or securities secured by a lien prior to the lien created by the Series Trust Agreement) in exchange for which the Trust is to authenticate and deliver Certificates, withdraw cash constituting a part of the Trust Assets or release of any property or securities subject to the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such deposit), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each person signing such certificate as to the fair value to the Depositor of the securities to be so deposited;; EXHIBIT 4.3 (iv) whenever the Depositor is required to furnish to the Trustee an Officer's Certificate of the Depositor described in clause (iii) above, the Depositor shall also deliver to the Trustee an Independent Certificate as to the same matters, and in the case of authentication and delivery of Certificates, shall cover the fair value to the Depositor of all other securities so deposited since the then current calendar year as to which an Independent Certificate has not yet been furnished, if the fair value to the Depositor of the securities to be so deposited and of all other such securities made the basis of any such authentication and delivery, withdrawal or release since the commencement of the then current calendar year, as set forth in the certificates delivered pursuant to clause (iii) above and this clause (iv), is 10% or more of the Certificate Principal Balance of the Outstanding Certificates, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Depositor as set forth in the related Officer's Certificate of the depositor is less than $25,000 or less than one percent of the aggregate Certificate Principal Balance of the Outstanding Certificates; (v) subject to the payment of its fees and expenses hereunder, the Trustee may, and when required by the provisions of the Series Trust Agreement, shall, execute instruments to release property from the lien created by the Series Trust Agreement, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of the Series Trust Agreement. No party relying upon an instrument executed by the Trustee in connection therewith shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (vi) the Trustee shall at such time as there are no Outstanding Certificates and all sums due to the Trustee hereunder have been paid, release any remaining portion of the Trust Assets that secured the Certificates from the lien created by the Series Trust Agreement and release to the Depositor or any other Person entitled thereto any funds then included in the trust estate. (f) In relation to the authentication and delivery of the Certificates and the Notes the release or the release and substitution of property subject to the lien created by the Series Trust Agreement, to the satisfaction and discharge of the Series Trust Agreement, or to any other action to be taken by the Trustee at the request or upon the application of the Depositor, the Depositor shall furnish to the Trustee the following evidence of compliance with the conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, to such action, namely (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in the Series Trust Agreement relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of the TIA, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of the Series Trust Agreement, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in the Series Trust Agreement shall include: (i) a statement that such signatory of such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;; EXHIBIT 4.3 (iii) a statement that, in the judgment of each such signatory, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

Obligations of the Depositor. (a) The Depositor shall: (i) on behalf of the Trust, prepare and file or cause the Trustee (in accordance with instructions from the Depositor as to form and substance) to prepare and file with the Commission in accordance with rules and regulations prescribed by the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe), if any, which the Depositor on behalf of the Trust may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act with respect to the Trust; (ii) on behalf of the Trust, prepare and file or cause the Trustee (in accordance with instructions from the Depositor as to form and substance) to prepare and file with the Commission, in accordance with rules and regulations prescribed by the Commission and file with the Trustee, within fifteen (15) days after the Depositor is required to file the same with the Commission, such additional information, documents and reports, including such certificates of independent public accountants contemplated in TIA Section 314(a)(2), with respect to compliance by the Depositor Trust with the conditions and covenants of the Series Trust Agreement, if any, as may be required to be filed with the Commission from time to time by such rules and regulations; (iii) supply to the Trustee (and the Trustee shall transmit by mail to all Certificateholders described in TIA Section 313(c), in the manner and to the extent provided therein) such summaries of any information, documents and reports required to be filed by the Depositor pursuant to clauses (i) and (ii) of this Section 4.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission; and (iv) after an Available Information Event, on behalf of the Trust, prepare and file or cause the Trustee to prepare and file with the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, reports of the kind referred to in clause (i) of this Section 4.1(a) with respect to each Underlying Securities Issuer, to the extent such reports are then available to the Depositor, for as long as the Depositor on behalf of the Trust is required to file such reports under the Exchange Act. Such reports shall include quarterly and annual financial statements and other information of the type required to be filed on Form 8-K under the Exchange Act with respect to the Underlying Securities Issuer. A copy of each such report shall be provided to the Trustee at least ten (10) Business Days prior to the date required for filing. If such reports and information are not available to the Depositor at a time when such reports and information are required to be filed with the Commission by the Depositor on behalf of the Trust, EXHIBIT 4.5 the Depositor Trustee shall cause the removal of the Certificates from the DTC book-entry system as set forth in Section 3.11 of the Series Trust Agreement and shall notify the Underlying Securities Issuer that the Certificateholders constitute record holders of the Underlying Securities for purposes of the Exchange Act. (b) The Depositor shall deliver to the Trustee, not less often than annuallyon or before February 15th of each year, an Officer's Certificate of signed by an Executive Officer of the Depositor that meets the requirements of TIA Section 314, dated as of the date set forth in the Forepart for such year, stating that: (i) a review of the activities of the Depositor during such calendar year and of the performance under the Series Trust Agreement has been made under such Executive Officer's supervision; and (ii) to the best of such Executive Officer's knowledge, based on such review, the Depositor has fulfilled all conditions and covenants under the Series Trust Agreement throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to such Executive Officer and the nature and status thereof. A copy of such certificate may be obtained by any Certificateholder, without charge, upon a request in writing to the Depositor addressed to the Corporate Trust Office of the Trustee. (c) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), on the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (d) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), at least annually after the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Series Trust Agreement until such date in the following calendar year. (e) If and only if the Series Trust Agreement provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee): (i) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such release), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each Person signing such certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof; (ii) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, if the fair value of the property or securities and of all other property or securities released from the lien created by the Series Trust Agreement since the commencement of the then current calendar year, as set forth in the certificates required by clause (i) above and this clause (ii), equals 10% or more of the Certificate Principal Balance of the Outstanding Certificates at the beginning of such year, then the Depositor shall furnish to the Trustee an Independent Certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate of the Depositor is less than $25,000 or less than one percent of the then aggregate Certificate Principal Balance of the Outstanding Certificates; (iii) prior to the deposit with the Trustee of any securities (other than Certificates or securities secured by a lien prior to the lien created by the Series Trust Agreement) in exchange for which the Trust is to authenticate and deliver Certificates, withdraw cash constituting a part of the Trust Assets or release of any property or securities subject to the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such deposit), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each person signing such certificate as to the fair value to the Depositor of the securities to be so deposited; (iv) whenever the Depositor is required to furnish to the Trustee an Officer's Certificate of the Depositor described in clause (iii) above, the Depositor shall also deliver to the Trustee an Independent Certificate as to the same matters, and in the case of authentication and delivery of Certificates, shall cover the fair value to the Depositor of all other securities so deposited since the then current calendar year as to which an Independent Certificate has not yet been furnished, if the fair value to the Depositor of the securities to be so deposited and of all other such securities made the basis of any such authentication and delivery, withdrawal or release since the commencement of the then current calendar year, as set forth in the certificates delivered pursuant to clause (iii) above and this clause (iv), is 10% or more of the Certificate Principal Balance of the Outstanding Certificates, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Depositor as set forth in the related Officer's Certificate of the depositor is less than $25,000 or less than one percent of the aggregate Certificate Principal Balance of the Outstanding Certificates; (v) subject to the payment of its fees and expenses hereunder, the Trustee may, and when required by the provisions of the Series Trust Agreement, shall, execute instruments to release property from the lien created by the Series Trust Agreement, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of the Series Trust Agreement. No party relying upon an instrument executed by the Trustee in EXHIBIT 4.5 connection therewith shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (vi) the Trustee shall at such time as there are no Outstanding Certificates and all sums due to the Trustee hereunder have been paid, release any remaining portion of the Trust Assets that secured the Certificates from the lien created by the Series Trust Agreement and release to the Depositor or any other Person entitled thereto any funds then included in the trust estate. (f) In relation to the authentication and delivery of the Certificates and the Notes the release or the release and substitution of property subject to the lien created by the Series Trust Agreement, to the satisfaction and discharge of the Series Trust Agreement, or to any other action to be taken by the Trustee at the request or upon the application of the Depositor, the Depositor shall furnish to the Trustee the following evidence of compliance with the conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, to such action, namely (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in the Series Trust Agreement relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of the TIA, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of the Series Trust Agreement, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in the Series Trust Agreement shall include: (i) a statement that such signatory of such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the judgment of each such signatory, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

Obligations of the Depositor. (a) The Depositor shall: (i) on behalf of the Trust, prepare and file or cause the Trustee (in accordance with instructions from the Depositor as to form and substance) to prepare and file with the Commission in accordance with rules and regulations prescribed by the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe), if any, which the Depositor on behalf of the Trust may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act with respect to the Trust; (ii) on behalf of the Trust, prepare and file or cause the Trustee (in accordance with instructions from the Depositor as to form and substance) to prepare and file with the Commission, in accordance with rules and regulations prescribed by the Commission and file with the Trustee, within fifteen (15) days after the Depositor is required to file the same with the Commission, such additional information, documents and reports, including such certificates of independent public accountants contemplated in TIA Section 314(a)(2), with respect to compliance by the Depositor Trust with the conditions and covenants of the Series Trust Agreement, if any, as may be required to be filed with the Commission from time to time by such rules and regulations; (iii) supply to the Trustee (and the Trustee shall transmit by mail to all Certificateholders described in TIA Section 313(c), in the manner and to the extent provided therein) such summaries of any information, documents and reports required to be filed by the Depositor pursuant to clauses (i) and (ii) of this Section 4.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission; and (iv) after an Available Information Event, on behalf of the Trust, prepare and file or cause the Trustee to prepare and file with the Commission, following the execution thereof by the Trustee if so requested by the Depositor, and file with the Trustee, within fifteen (15) days after the Depositor on behalf of the Trust is required to file the same with the Commission, reports of the kind referred to in clause (i) of this Section 4.1(a) with respect to each Underlying Securities Issuer, to the extent such reports are then available to the Depositor, for as long as the Depositor on behalf of the Trust is required to file such reports under the Exchange Act. Such reports shall include quarterly and annual EXHIBIT 4.4 financial statements and other information of the type required to be filed on Form 8-K under the Exchange Act with respect to the Underlying Securities Issuer. A copy of each such report shall be provided to the Trustee at least ten (10) Business Days prior to the date required for filing. If such reports and information are not available to the Depositor at a time when such reports and information are required to be filed with the Commission by the Depositor on behalf of the Trust, the Depositor Trustee shall cause the removal of the Certificates from the DTC book-entry system as set forth in Section 3.11 of the Series Trust Agreement and shall notify the Underlying Securities Issuer that the Certificateholders constitute record holders of the Underlying Securities for purposes of the Exchange Act. (b) The Depositor shall deliver to the Trustee, not less often than annuallyon or before February 15th of each year, an Officer's Certificate of signed by an Executive Officer of the Depositor that meets the requirements of TIA Section 314, dated as of the date set forth in the Forepart for such year, stating that: (i) a review of the activities of the Depositor during such calendar year and of the performance under the Series Trust Agreement has been made under such Executive Officer's supervision; and (ii) to the best of such Executive Officer's knowledge, based on such review, the Depositor has fulfilled all conditions and covenants under the Series Trust Agreement throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to such Executive Officer and the nature and status thereof. A copy of such certificate may be obtained by any Certificateholder, without charge, upon a request in writing to the Depositor addressed to the Corporate Trust Office of the Trustee. (c) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), on the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (d) If and only if the Forepart provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), at least annually after the Closing Date, the Depositor shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest intended to be created by the Series Trust Agreement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of the Series Trust Agreement, any agreements supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest created by the Series Trust Agreement until such date in the following calendar year.. EXHIBIT 4.4 (e) If and only if the Series Trust Agreement provides for the pledge of the Underlying Securities or any other Trust Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee): (i) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such release), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each Person signing such certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof; (ii) whenever any property or securities are to be released from the lien created by the Series Trust Agreement, if the fair value of the property or securities and of all other property or securities released from the lien created by the Series Trust Agreement since the commencement of the then current calendar year, as set forth in the certificates required by clause (i) above and this clause (ii), equals 10% or more of the Certificate Principal Balance of the Outstanding Certificates at the beginning of such year, then the Depositor shall furnish to the Trustee an Independent Certificate as to the fair value of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under the Series Trust Agreement in contravention of the provisions hereof, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate of the Depositor is less than $25,000 or less than one percent of the then aggregate Certificate Principal Balance of the Outstanding Certificates; (iii) prior to the deposit with the Trustee of any securities (other than Certificates or securities secured by a lien prior to the lien created by the Series Trust Agreement) in exchange for which the Trust is to authenticate and deliver Certificates, withdraw cash constituting a part of the Trust Assets or release of any property or securities subject to the lien created by the Series Trust Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor (within 90 days of such deposit), that meets the requirements of TIA Section 314(d) certifying or stating the opinion of each person signing such certificate as to the fair value to the Depositor of the securities to be so deposited; (iv) whenever the Depositor is required to furnish to the Trustee an Officer's Certificate of the Depositor described in clause (iii) above, the Depositor shall also deliver to the Trustee an Independent Certificate as to the same matters, and in the case of authentication and delivery of Certificates, shall cover the fair value to the Depositor of all other securities so deposited since the then current calendar year as to which an Independent Certificate has not yet been furnished, if the fair value to the Depositor of the securities to be so deposited and of all other such securities made the basis of any such authentication and delivery, withdrawal or release since the commencement of the then current calendar year, as set forth in the certificates delivered pursuant to clause (iii) above and this clause (iv), is 10% or more of the Certificate Principal Balance of the Outstanding Certificates, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Depositor as set forth in the related Officer's Certificate of the depositor is less than $25,000 or less than one percent of the aggregate Certificate Principal Balance of the Outstanding Certificates; (v) subject to the payment of its fees and expenses hereunder, the Trustee may, and when required by the provisions of the Series Trust Agreement, shall, execute instruments to EXHIBIT 4.4 release property from the lien created by the Series Trust Agreement, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of the Series Trust Agreement. No party relying upon an instrument executed by the Trustee in connection therewith shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and (vi) the Trustee shall at such time as there are no Outstanding Certificates and all sums due to the Trustee hereunder have been paid, release any remaining portion of the Trust Assets that secured the Certificates from the lien created by the Series Trust Agreement and release to the Depositor or any other Person entitled thereto any funds then included in the trust estate. (f) In relation to the authentication and delivery of the Certificates and the Notes Certificates, the release or the release and substitution of property subject to the lien created by the Series Trust Agreement, to the satisfaction and discharge of the Series Trust Agreement, or to any other action to be taken by the Trustee at the request or upon the application of the Depositor, the Depositor shall furnish to the Trustee the following evidence of compliance with the conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, to such action, namely (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in the Series Trust Agreement relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of the TIA, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of the Series Trust Agreement, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in the Series Trust Agreement shall include: (i) a statement that such signatory of such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the judgment of each such signatory, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.