Common use of Periodic Reports to Property Trustee Clause in Contracts

Periodic Reports to Property Trustee. (a) The Trust shall: (1) File with the Property Trustee, copies of the annual reports and of the information, documents and other reports which the Trust is required to file with the Securities and Exchange Commission or deliver to its shareholders, if any. Delivery of such reports, information and documents to the Property Trustee is for informational purposes only and the Property Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Trust’s compliance with any of its covenants hereunder (as to which the Property Trustee is entitled to conclusively rely exclusively on Officers’ Certificates); (2) File with the Property Trustee, such additional information, documents, and reports with respect to compliance by the Trust with the conditions and covenants provided for in the Trust Agreement, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of subsection (c) of this section, as to compliance with conditions or covenants, compliance with which is subject to verification by accountants, but no such certificate or opinion shall be required as to any matter specified in clauses (A), (B), or (C) of Section 2.4(b)(3); (3) Transmit to the Holders, in the manner and to the extent provided, such summaries of any information, documents, and reports required to be filed by the Trust pursuant to the provisions of this Section 2.4(a); and (4) Furnish to the Property Trustee, not less than annually, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Trust’s compliance with all conditions and covenants under the Trust Agreement. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under the Trust Agreement. (b) The Trust shall furnish to the Property Trustee evidence of compliance with the conditions precedent, if any, provided for in the Trust Agreement (including any covenants compliance with which constitutes a condition precedent) which relate to the satisfaction and discharge of the Trust Agreement, or to any other action to be taken by the Property Trustee at the request or upon the application of such obligor. Such evidence shall consist of the following: (1) Certificates or opinions made by officers of the Trust who are specified in the Trust Agreement, stating that such conditions precedent have been complied with; (2) An opinion of counsel (who may be of counsel of the Trust) stating that in his opinion such conditions precedent have been complied with; and (3) In the case of conditions precedent compliance with which is subject to verification by accountants (such as conditions with respect to the preservation of specified ratios, the amount of net quick assets, negative-pledge clauses, and other similar specific conditions), a certificate or opinion of an accountant. No certificate or opinion need be made by any person other than an officer who, in case of any such conditions precedent to the authentication and delivery of Securities, and not otherwise, shall be an independent public accountant selected or approved by the Property Trustee in the exercise of reasonable care, if the aggregate principal amount of such Preferred Securities and other Preferred Securities authenticated and delivered since the commencement of the then current calendar (other than those with respect to which a certificate or opinion of an accountant is not required, or with respect to which a certificate or opinion of an independent public accountant has previously been furnished (is 10 per centum or more of the aggregate amount of the Securities at the time outstanding; but no certificate or opinion need be made by any person other than an officer or employee of such obligor who is specified in the Guarantee, as to (A) dates or periods not covered by annual reports required to be filed by the Trust, in the case of conditions precedent which depend upon a state of facts as of a date or dates or for a period or periods different from that required to be covered by such annual reports, or (B) the amount and value of property additions, or (C) the adequacy of depreciation, maintenance or repairs. (c) Each certificate or opinion with respect to compliance with a condition or covenant provided for in the Trust Agreement (other than certificates provided pursuant to subsection (a)(4) of this section) shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) 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; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.