Preparation and Filing of Exchange. Act Reports; Obligations of the Trustor 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 Trustee shall: (1) on behalf of the Trust, prepare for signature by the Trustor and file with the Commission, following the execution thereof by the Trustor, 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 Trustor on behalf of the Trust may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or otherwise required by Regulation AB (collectively, "Reports") with respect to the Trust. (2) The names of such Reports and the dates on which they are required to be filed with the Commission are as follows: (i) Form 8-K, in substantially the form previously provided by the Trustor to the Trustee, within 15 calendar days after the Closing Date and each Distribution Date, and within the time advised to the Trustee by the Trustor if the filing of Form 8-K is necessary for any other reason; (ii) Form 10-D, in substantially the form previously provided by the Trustor to the Trustee, within 15 calendar days after each Distribution Date; and (iii) Form 10-K, in substantially the form previously provided by the Trustor to the Trustee, within 90 calendar days after December 31 of each year; (iv) such other Reports as the Trustor 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 or as otherwise required by Regulation AB; (3) receive from the Trustor, within 15 days after the Trustor is required to file the same with the Commission, such additional information, documents and reports with respect to compliance by the Trustor 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; (4) receive from the Trustor and transmit by mail to all 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 Trustor and received pursuant to clauses (i) and (ii) of this Section 6.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission. 1. The Trustor shall designate the financial printer or other entity (the "Report Filer") (which may be the Trustor) that will be responsible for the processing of the applicable reports and the Trustor shall reimburse the Trustee for the reasonable out of pocket fees of the Financial Filer; provided that, to the extent the Trustor fails to designate the Report Filer, the Trustee shall choose a Financial Filer. Notwithstanding the immediately preceding sentence, the Trustee shall have no liability for the performance of the Financial Filer to the extent any failure of the Financial Filer occurs through no fault of the Trustee. (b) The Trustor 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 Trustor, dated as of the date set forth in the Series Supplement for such year, stating that: (1) a review of the activities of the Trustor during such fiscal year and of performance under this Agreement has been made under such Executive Officer's supervision; and (2) to the best of such Executive Officer's knowledge, based on such review, the Trustor 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 Trustor addressed to the Corporate Trust Office of the Trustee. (c) If and only if the Series Supplement provides for the pledge of the Underlying Securities to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), on the Closing Date, the Trustor 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) If and only if the Series Supplement provides for the pledge of the Underlying Securities 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 Trustor 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 Underlying Securities 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 Trustor shall furnish to the Trustee an Officer's Certificate of the Trustor 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 Trustor is required to furnish to the Trustee an Officer's Certificate of the Trustor certifying or stating the opinion of any signatory thereof as to the matters described in clause (i) above, the Trustor 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 Trustor 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 Trustee 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 Trustor shall furnish to the Trustee an Officer's Certificate of the Trustor certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Trustor of the securities to be so deposited. (iv) whenever the Trustor is required to furnish to the Trustee an Officer's Certificate of the Trustor described in clause (iii) above, the Trustor shall also deliver to the Trustee an Independent Certificate as to the same matters, if the fair value to the Trustor of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then current fiscal year of the Trustor, 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 certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Trustor as set forth in the related Officer's Certificate of the Trustor 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 Trustor or any other Person entitled thereto any funds then included in the trust estate. (f) Upon any application or request by the Trustor to the Trustee to take any action under the provisions 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 Trustor 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 (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (g) A copy of each 10-K shall be delivered to each Rating Agency promptly after filing.
Appears in 1 contract
Sources: Base Trust Agreement (Synthetic Fixed Income Securities Inc)
Preparation and Filing of Exchange. Act Reports; Obligations of the Trustor Trustee, the Depositor 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 these Standard Terms and the related Series Supplement. The Trustee shall:
(1) on behalf of the Trust, prepare for signature by the Trustor Depositor and file with the Commission, following the execution thereof by the TrustorDepositor, 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 Trustor 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 or otherwise required by Regulation AB (collectively, "Reports") with respect to the each Trust.
(2) . The names of such Reports and the dates on which they are required to be filed with the Commission are as follows:
(i) Form 8-K, in substantially the form previously provided by the Trustor to the Trustee, within 15 calendar days after the Closing Date and each Distribution Date, and within the time advised to the Trustee by the Trustor if the filing of Form 8-K is necessary for any other reason;
(ii) Form or 10-D, in substantially the form previously provided by the Trustor Depositor to the Trustee, within 15 calendar days after the time requirement prescribed by the Exchange Act, each Distribution Dateof which will contain a copy of a distribution report of the Trustee;
(ii) Form 10-K, within the time requirement prescribed by the Exchange Act, containing an Independent public accountants' report, any related periodic attestation reports and the certification of the Depositor, as further described in clause (b) below, required by Regulation AB; and
(iii) Form 10-K, in substantially the form previously provided by the Trustor to the Trustee, within 90 calendar days after December 31 of each year;
(iv) such other Reports as the Trustor 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 or as otherwise required by Regulation ABAct;
(32) receive from the TrustorDepositor, within 15 days after the Trustor Depositor is required to file the same with the Commission, such additional information, documents and reports with respect to compliance by the Trustor 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;; and
(43) receive from the Trustor Depositor and transmit by mail to all Holders 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 Trustor Depositor and received pursuant to clauses (i) and (ii) of this Section 6.1(a), if any, as may be required by rules and regulations prescribed from time to time by the Commission.
1. The Trustor shall designate the financial printer or other entity (the "Report Filer") (which may be the Trustor) that will be responsible for the processing of the applicable reports and the Trustor shall reimburse the Trustee for the reasonable out of pocket fees of the Financial Filer; provided that, to the extent the Trustor fails to designate the Report Filer, the Trustee shall choose a Financial Filer. Notwithstanding the immediately preceding sentence, the Trustee shall have no liability for the performance of the Financial Filer to the extent any failure of the Financial Filer occurs through no fault of the Trustee.
(b) The Trustor Depositor shall deliver to the Trustee, not less often than annually, an Officer's Certificate signed by an Executive Authorized Officer who is the principal executive officer, principal financial officer President or principal accounting officer a Vice President of the TrustorDepositor, dated as of the date set forth in the Series Supplement for such year, stating that:
(1) a review which form and substance complies with the rules and regulations of the activities of the Trustor during such fiscal year and of performance under this Agreement has been made under such Executive Officer's supervision; and (2) Commission, including but not limited to the best of such Executive Officer's knowledge, based on such review, the Trustor 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 Trustor addressed to the Corporate Trust Office of the TrusteeRegulation AB.
(c) The Trustee shall deliver to the Depositor, not less often than annually, an Officer's Certificate signed by a Responsible Officer of the Trustee, dated as of the date set forth in the Series Supplement for such year, which form and substance complies with the rules and regulations of the Commission, including but not limited to Regulation AB.
(d) If and only if the Series Supplement provides for the pledge of the Underlying Securities Deposited Assets to the Trustee (and not merely the transfer, assignment, conveyance and sale, without recourse, thereof to the Trustee), on the Closing Date, the Trustor 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 Agreementthese Standard Terms, 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 these Standard Terms 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.
(de) If and only if the Series Supplement provides for the pledge of the Underlying Securities 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 Trustor 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 Agreementthese Standard Terms, 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 these Standard Terms 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 Agreementthese Standard Terms. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Agreementthese Standard Terms, 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 these Standard Terms until such date in the following calendar year.
(ef) If and only if the Series Supplement provides for the pledge of the Underlying Securities 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 Agreementthese Standard Terms, the Trustor Depositor shall furnish to the Trustee an Officer's Certificate of the Trustor 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 these Standard Terms in contravention of the provisions hereof.
(ii) whenever the Trustor Depositor is required to furnish to the Trustee an Officer's Certificate of the Trustor Depositor certifying or stating the opinion of any signatory thereof as to the matters described in clause (i) above, the Trustor 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 these Standard Terms 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 Trustor 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 Trustee 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 Agreementthese Standard Terms, the Trustor Depositor shall furnish to the Trustee an Officer's Certificate of the Trustor 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 Trustor Depositor of the securities to be so deposited.
(iv) whenever the Trustor Depositor is required to furnish to the Trustee an Officer's Certificate of the Trustor Depositor described in clause (iii) above, the Trustor Depositor shall also deliver to the Trustee an Independent Certificate as to the same matters, if the fair value to the Trustor Depositor of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then current fiscal year of the TrustorDepositor, 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 certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Trustor Depositor as set forth in the related Officer's Certificate of the Trustor 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 Agreementthese Standard Terms, shall, execute instruments to release property from the lien of this Agreementthese Standard Terms, or convey the Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of this Agreementthese Standard Terms. 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 these Standard Terms and release to the Trustor Depositor or any other Person entitled thereto any funds then included in the trust estate.
(fg) Upon any application or request by the Trustor Depositor to the Trustee to take any action under the provisions of this Agreementthese Standard Terms, which action is subject to the satisfaction of a condition precedent (including any covenants compliance with which constitutes a condition precedent), the Trustor Depositor shall furnish to the Trustee: (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Agreement these Standard Terms 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 Agreementthese Standard Terms, 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 these Standard Terms 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
(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.
(g) A copy of each 10-K shall be delivered to each Rating Agency promptly after filing.
Appears in 1 contract
Sources: Trust Agreement (CSFB Asset Repackaging Depositor LLC)