Common use of Preparation and Filing of Exchange Act Reports Clause in Contracts

Preparation and Filing of Exchange Act Reports. Obligations of the Depositor. The Depositor, on behalf of the Trust, shall: (a) prepare, sign and file with the Commission, within the time period set forth below, 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 (collectively, "Exchange Act Reports") with respect to the Trust. The names of such Exchange Act Reports and the dates on which they are required to be filed with the Commission are as follows: (i) Form 8-K, within the time requirement prescribed by the Exchange Act if the filing of Form 8-K is necessary; (ii) Form 10-K, within the time requirement prescribed by the Exchange Act; and (iii) such other reports as may be required pursuant to Section 13 or 15(d) of the Exchange Act. (b) deliver to the Trustee, within 15 calendar days after the Depositor is required to file the same with the Commission, such additional information, documents and reports with respect to compliance by the Depositor with the conditions and covenants of this Agreement, if any, as may be required to be filed with the Commission from time to time by such rules and regulations; (c) deliver to the Trustee, which shall then 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 and received pursuant to clauses (a) and (b) of this Section 6.06, if any, as may be required by rules and regulations prescribed from time to time by the Commission; (d) prepare, sign and file with the Commission, if necessary appropriate or advisable, a Form 8-A under the Exchange Act; and (e) prepare and deliver to the Certificates Agents and other dealers such number of copies of the prospectus relating to the offer and sale of the Certificates as is reasonably requested by them and required to be delivered to purchasers of the Certificates under the Securities Act.

Preparation and Filing of Exchange Act Reports. Obligations of the DepositorDepositor and the Administrative Agent. (a) The Administrative Agent, if any, shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and the related Series Supplement. The Depositor, Trustee shall: (i) on behalf of the Trust, shall: (a) prepare, sign prepare for signature by the Depositor and file with the Commission, following the execution thereof by the Depositor, within the time period set forth below, 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 (collectively, "Exchange Act Reports") with respect to the Trust. The names of such Exchange Act Reports and the dates on which they are required to be filed with the Commission are as follows: (iA) Form 8-K, in substantially the form previously provided by the Depositor to the Trustee, within 15 calendar days after the Closing Date and each Distribution Date, and within the time requirement prescribed advised to the Trustee by the Exchange Act Depositor if the filing of Form 8-K is necessarynecessary for any other reason; (iiB) Form 10-K, within in substantially the time requirement prescribed form previously provided by the Exchange ActDepositor to the Trustee, within 90 calendar days after December 31 of each year; and (iiiC) such other reports Reports as the Depositor requests the Trustee to prepare and file from time to time as may be required pursuant to Section 13 or 15(d) of the Exchange Act.; (bii) deliver to receive from the TrusteeDepositor, within 15 calendar days after the Depositor is required to file the same with the Commission, such additional information, documents and reports with respect to compliance by the Depositor with the conditions and covenants of this Agreement, if any, as may be required to be filed with the Commission from time to time by such rules and regulations; (ciii) deliver to receive from the Trustee, which shall then Depositor and transmit by mail to all Certificateholders Holders 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 and received pursuant to clauses (ai) and (bii) of this Section 6.066.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission;. (b) The Depositor shall deliver to the Trustee, not less often than annually, an Officer's Certificate signed by an Executive Officer who is the principal executive officer, principal financial officer or principal accounting officer of the Depositor, dated as of the date set forth in the Series Supplement for such year, stating that: (i) a review of the activities of the Depositor during such fiscal year and of performance under this 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 of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, 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 Holder by a request in writing to the Depositor addressed to the Corporate Trust Office of the Trustee. (c) If and only if the Series Supplement provides for the pledge of the Term 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 this 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 of this 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) prepareIf and only if the Series Supplement provides for the pledge of the Term Assets to the Trustee (and not merely the transfer, sign assignment, conveyance and file 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 this 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 is necessary to maintain the lien and security interest created by this Agreement and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the lien and security interest created by this Agreement. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this 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 of this Agreement until such date in the following calendar year. (e) If and only if the Series Supplement provides for the pledge of the Term 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 of this Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) 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 this Agreement in contravention of the provisions hereof. (ii) whenever the Depositor is required to furnish to the Trustee an Officer's Certificate of the Depositor certifying or stating the opinion of any signatory thereof as to the matters described in clause (i) above, the Depositor shall also furnish to the Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property or securities released from the lien of this 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 principal amount of the Outstanding Certificates, 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 principal amount of the Outstanding Certificates. (iii) prior to the deposit with the CommissionTrustee of any securities that are to be made the basis for the authentication and delivery of Certificates, the withdrawal of cash constituting a part of the trust estate or the release of any property or securities subject to the lien of this Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) 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, if necessary appropriate 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 withdrawal or advisablerelease since the commencement of the then current fiscal year of the Depositor, as set forth in the certificates delivered pursuant to clause (iii) above and this clause (iv), is 10% or more of the principal amount of the Outstanding Certificates, but such a Form 8-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 principal amount 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 this Agreement, shall, execute instruments to release property from the lien of this Agreement, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of this 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. (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 estate that secured the Certificates from the lien of this Agreement and release to the Depositor or any other Person entitled thereto any funds then included in the trust estate. (f) Upon any application or request by the Depositor to the Trustee to take any action under the Exchange Actprovisions of this Agreement, which action is subject to the satisfaction of a condition precedent (including any covenants compliance with which constitutes a condition precedent), the Depositor shall furnish to the Trustee: (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this 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 this 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 this Agreement shall include: (i) a statement that such signatory of such certificate or opinion has read or has caused to be 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, such signatory has made such examination or investigations as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (eiv) prepare and deliver a statement as to whether, in the Certificates Agents and other dealers opinion of each such number of copies of the prospectus relating to the offer and sale of the Certificates as is reasonably requested by them and required to be delivered to purchasers of the Certificates under the Securities Actsignatory, such condition or covenant has been complied with.

Preparation and Filing of Exchange Act Reports. Obligations OBLIGATIONS OF THE DEPOSITOR AND THE ADMINISTRATIVE AGENT. (a) The Administrative Agent, if any, shall be liable in accordance herewith only to the extent of the Depositorobligations specifically imposed by this Agreement and the related Series Supplement. The Depositor, Trustee shall: (i) on behalf of the Trust, shall: (a) prepare, sign prepare for signature by the Depositor and file with the Commission, following the execution thereof by the Depositor, within the time period set forth below, 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 (collectively, "Exchange Act Reports") with respect to the Trust. The names of such Exchange Act Reports and the dates on which they are required to be filed with the Commission are as follows: (iA) Form 8-K, in substantially the form previously provided by the Depositor to the Trustee, within 15 calendar days after the Closing Date and each Distribution Date, and within the time requirement prescribed advised to the Trustee by the Exchange Act Depositor if the filing of Form 8-K is necessarynecessary for any other reason; (iiB) Form 10-K, within in substantially the time requirement prescribed form previously provided by the Exchange ActDepositor to the Trustee, within 90 calendar days after December 31 of each year; and (iiiC) such other reports Reports as the Depositor requests the Trustee to prepare and file from time to time as may be required pursuant to Section 13 or 15(d) of the Exchange Act.; (bii) deliver to receive from the TrusteeDepositor, within 15 calendar days after the Depositor is required to file the same with the Commission, such additional information, documents and reports with respect to compliance by the Depositor with the conditions and covenants of this Agreement, if any, as may be required to be filed with the Commission from time to time by such rules and regulations; (ciii) deliver to receive from the Trustee, which shall then Depositor and transmit by mail to all Certificateholders Holders 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 and received pursuant to clauses (ai) and (bii) of this Section 6.066.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission;. (b) The Depositor shall deliver to the Trustee, not less often than annually, an Officer's Certificate signed by an Executive Officer who is the principal executive officer, principal financial officer or principal accounting officer of the Depositor, dated as of the date set forth in the Series Supplement for such year, stating that: (i) a review of the activities of the Depositor during such fiscal year and of performance under this 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 of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, 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 Holder by a request in writing to the Depositor addressed to the Corporate Trust Office of the Trustee. (c) If and only if the Series Supplement provides for the pledge of the Term 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 this 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 of this 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) prepareIf and only if the Series Supplement provides for the pledge of the Term Assets to the Trustee (and not merely the transfer, sign assignment, conveyance and file 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 this 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 is necessary to maintain the lien and security interest created by this Agreement and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the lien and security interest created by this Agreement. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this 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 of this Agreement until such date in the following calendar year. (e) If and only if the Series Supplement provides for the pledge of the Term 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 of this Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) 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 this Agreement in contravention of the provisions hereof. (ii) whenever the Depositor is required to furnish to the Trustee an Officer's Certificate of the Depositor certifying or stating the opinion of any signatory thereof as to the matters described in clause (i) above, the Depositor shall also furnish to the Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property or securities released from the lien of this 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 principal amount of the Outstanding Certificates, 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 principal amount of the Outstanding Certificates. (iii) prior to the deposit with the CommissionTrustee of any securities that are to be made the basis for the authentication and delivery of Certificates, the withdrawal of cash constituting a part of the trust estate or the release of any property or securities subject to the lien of this Agreement, the Depositor shall furnish to the Trustee an Officer's Certificate of the Depositor certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) 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, if necessary appropriate 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 withdrawal or advisablerelease since the commencement of the then current fiscal year of the Depositor, as set forth in the certificates delivered pursuant to clause (iii) above and this clause (iv), is 10% or more of the principal amount of the Outstanding Certificates, but such a Form 8-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 principal amount 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 this Agreement, shall, execute instruments to release property from the lien of this Agreement, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of this 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. (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 estate that secured the Certificates from the lien of this Agreement and release to the Depositor or any other Person entitled thereto any funds then included in the trust estate. (f) Upon any application or request by the Depositor to the Trustee to take any action under the Exchange Actprovisions of this Agreement, which action is subject to the satisfaction of a condition precedent (including any covenants compliance with which constitutes a condition precedent), the Depositor shall furnish to the Trustee: (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this 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 this 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 this Agreement shall include: (i) a statement that such signatory of such certificate or opinion has read or has caused to be 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, such signatory has made such examination or investigations as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (eiv) prepare and deliver a statement as to whether, in the Certificates Agents and other dealers opinion of each such number of copies of the prospectus relating to the offer and sale of the Certificates as is reasonably requested by them and required to be delivered to purchasers of the Certificates under the Securities Actsignatory, such condition or covenant has been complied with.

Preparation and Filing of Exchange Act Reports. Obligations of the DepositorDepositor and the Trustee. (a) The Trustee shall be liable in accordance herewith only to the extent of the obligations specifically imposed by these Standard Terms and the related Series Supplement. The Depositor, on behalf of the Trust, Trustee shall: (ai) prepareon behalf of each Trust, sign prepare for signature by the Depositor and file with the Commission, following the execution thereof by the Depositor, within the time period set forth below, 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 (collectively, "Exchange Act Reports") with ------- respect to the each Trust. The names of such Exchange Act Reports Reports, as of the date hereof, and the dates on which they are required to be filed with the Commission are as follows: (iA) Form 8-K, in substantially the form previously provided by the Depositor to the Trustee, within the period prescribed by the Commission after each Issue Date and each Distribution Date, and within the time requirement prescribed advised to the Trustee by the Exchange Act Depositor if the filing of Form 8-K is necessarynecessary for any other reason; (iiB) Form 10-K, within the time requirement period prescribed by the Exchange ActCommission after December 31 of each year; it being understood that such Form 10-K shall include an annual compliance report by the Trustee, if any, as may be required by rules and regulations prescribed from time to time by the Commission; and (iiiC) such other reports Reports as the Depositor requests the Trustee to prepare and file from time to time as may be required pursuant to Section 13 or 15(d) of the Exchange Act.; (bii) deliver to receive from the TrusteeDepositor, within 15 calendar days after the Depositor is required to file the same with the Commission, such additional information, documents and reports with respect to compliance by the Depositor with the conditions and covenants of this Agreementthese Standard Terms, if any, as may be required to be filed with the Commission from time to time by such rules and regulations; (ciii) deliver to receive from the Trustee, which shall then Depositor and transmit by mail to all Certificateholders Holders 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 and received pursuant to clauses (aA) and (bB) of this Section 6.063.09(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission. Notwithstanding the foregoing, following any change by the Commission in the forms to be filed by the Depositor, the Trustee shall make filings on such changed form. (b) The Depositor shall deliver to the Trustee, not less often than annually, an Officer's Certificate signed by an Executive Officer who is the principal executive officer, principal financial officer or principal accounting officer of the Depositor, dated on or prior to the date of the annual report on Form 10-K contemplated by clause (a)(i)(B) above, stating for such prior year that: (i) a review of the activities of the Depositor during such fiscal year and of performance under the related Trust Agreement has been made under such Executive Officer's supervision; (dii) prepareto the best of such Executive Officer's knowledge, sign based on such review, the Depositor and file with the CommissionTrustee have each fulfilled its obligations under the related Trust Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Executive Officer and the nature and status thereof; (iii) to the best of such Executive Officer's knowledge, based on such review, the reports filed pursuant to Section 3.09(a), taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary appropriate or advisableto make the statements made, a Form 8-A in light of the circumstances under which such statements were made, not misleading as of the Exchange Actlast day of the period covered by such certificate; and (eiv) prepare and deliver to the Certificates Agents best of such Executive Officer's knowledge, based on such review and other dealers such number of copies of reasonable reliance on information provided by the prospectus relating to Trustee, the offer distribution and sale of the Certificates as is reasonably requested by them and servicing information required to be delivered provided to purchasers the Depositor by the Trustee for inclusion in the reports filed pursuant to Section 3.09(a)(i)(A) is included in such reports. In the event of any change in Commission requirements relating to certifications that must be given by a depositor (and included in an annual report), the text of the Certificates under Officer's Certificate shall be revised accordingly. A copy of such certificate may be obtained by any Holder by a request in writing to the Securities ActDepositor addressed to the Corporate Trust Office of the Trustee.