FN1 Where incorporated by reference into the text of the prospectus and delivered
to security holders along with the prospectus as permitted by the registration
statement; of the Form 10-K,
where the annual report to security holders is incorporated by reference into
the text of the Form 10-K.
FN2 Where the opinion of the expert or counsel has been incorporated by reference
into a previously filed Securities Act registration statement.
FN3 An exhibit need not be provided about a company if: (1) with respect to such
company an election has been made under Form S-4 or F-4 to provide information
about such company at a level prescribed by Form S-2, S-3, F-2 or F-3; and (2)
the form, the level of which has been elected under Form S-4 or F-4, would not
require such company to provide such exhibit if it were registering a primary
offering.
FN4 If required pursuant to Item 304 of Regulation S-K.
FN5 A Form 8-K Exhibit is required only if relevant to the subject matter
reported on the Form 8-K report. For example, if the Form 8-K pertains to
the departure of a director, only the exhibit described in paragraph (b)(17)
of this section need be filed. A required exhibit may be incorporated by
reference from a previous filing.
FN6 Pursuant to Rule 240.13a-13(b)(3) and 240.15d-13(b)(3) of this chapter,
asset-backed issuers are not required to file reports on Form
10-Q.
Description of exhibits. Set forth below is a description
of each document listed in the exhibit tables.
- Underwriting agreement. Each underwriting
contract or agreement with a principal underwriter pursuant to which the
securities being registered are to be distributed; if the terms of such
documents have not been determined, the proposed forms thereof. Such agreement
may be filed as an exhibit to a report on Form
8-K which is incorporated by reference into a registration statement
subsequent to its effectiveness.
- Plan of acquisition, reorganization, arrangement,
liquidation or succession. Any material plan of acquisition, disposition,
reorganization, readjustment, succession, liquidation or arrangement and
any amendments thereto described in the statement or report. Schedules
(or similar attachments) to these exhibits shall not be filed unless such
schedules contain information which is material to an investment decision
and which is not otherwise disclosed in the agreement or the disclosure
document. The plan filed shall contain a list briefly identifying the
contents of all omitted schedules, together with an agreement to furnish
supplementally a copy of any omitted schedule to the Commission upon request.
-
- Articles of incorporation. The articles of incorporation of the registrant or instruments corresponding
thereto as currently in effect and any amendments thereto. Whenever the
registrant files an amendment to its articles of incorporation, it must file a
complete copy of the articles as amended. However, if such amendment is being
reported on Form 8-K, the registrant is required to file only the text of the amendment as a Form 8-K exhibit. In such case, a complete copy of the articles of incorporation as amended must be filed as an exhibit to the next Securities Act registration statement or periodic report filed by the registrant to which this exhibit requirement applies. Where it is impracticable for the registrant to file a charter amendment authorizing new securities with the appropriate state authority prior to the effective date of the registration statement registering such securities, the registrant may file as an exhibit to the registration statement the form of amendment to be filed with the state authority. In such a case, if material changes are made after the copy is filed, the registrant must also file the changed copy.
- By-laws. The by-laws of the
registrant or instruments corresponding thereto as currently in effect
and any amendments thereto. Whenever amendments to the by-laws are
filed, a complete copy of the by-laws as amended shall be filed.
- Instruments defining the rights of security
holders, including identures.
- All instruments defining the rights
of holders of the equity or debt securities being registered including,
where applicable, the relevant portion of the articles of incorporation
or by-laws of the registrant.
- Except as set forth in paragraph (iii) of this
section for filings on Forms S-1,
S-4, S-11,
S-14 [Editor's note: It appears this should be form N-14.] and F-4
under the Securities Act and Forms
10 and Form 10-SB and
10-K under the Exchange Act
all instruments defining the rights of holders of long-term debt of
the registrant and its consolidated subsidiaries and for any of its
unconsolidated subsidiaries for which financial statements are required
to be filed.
- Where the instrument defines the
rights of holders of long-term debt of the registrant and its consolidated
subsidiaries and for any of its unconsolidated subsidiaries for which
financial statements are required to be filed, there need not be filed:
- Any instrument with respect to long-term
debt not being registered if the total amount of securities authorized
thereunder does not exceed 10 percent of the total assets of the
registrant and its subsidiaries on a consolidated basis and if
there is filed an agreement to furnish a copy of such agreement
to the Commission upon request;
- Any instrument with respect to any class
of securities if appropriate steps to assure the redemption or
retirement of such class will be taken prior to or upon delivery
by the registrant of the securities being registered; or
- Copies of instruments evidencing scrip
certificates for fractions of shares.
- If any of the securities being registered
are, or will be, issued under an indenture to be qualified under the
Trust Indenture
Act, the copy of such indenture which is filed as an exhibit shall
include or be accompanied by:
- A reasonably itemized and informative
table of contents; and
- A cross-reference sheet showing the location
in the indenture of the provisions inserted pursuant to sections
310 through 318(a) inclusive of the Trust Indenture Act of 1939.
- With respect to Forms
8-K and 10-Q under the
Exchange Act which are filed and which disclose, in the text of the
Form 10-Q, the interim financial statements, or the footnotes thereto
the creation of a new class of securities or indebtedness or the modification
of existing rights of security holders, file all instruments defining
the rights of holders of these securities or indebtedness. However,
there need not be filed any instrument with respect to long-term debt
not being registered which meets the exclusion set forth above in
paragraph (b)(4)(A).
Instruction 1 to paragraph (b)(4):
There need not be filed any instrument which defines the rights of
participants (not as security holders) pursuant to an employee benefit
plan.
Instruction 2 to paragraph (b)(4) (for
electronic filings): If the instrument defining the rights of
security holders is in the form of a certificate, the text appearing
on the certificate shall be reproduced in an electronic filing together
with a description of any other graphic and image material appearing
on the certificate, as provided in Rule
304 of Regulation S-T.
- Opinion re legality.
- An opinion of counsel as to the legality
of the securities being registered, indicating whether they will,
when sold, be legally issued, fully paid and non-assessable, and,
if debt securities, whether they will be binding obligations of the
registrant.
- If the securities being registered
are issued under a plan and the plan is subject to the requirements
of ERISA furnish either:
- An opinion of counsel which
confirms compliance of the provisions of the written documents
constituting the plan with the requirements of ERISA pertaining
to such provisions; or
- A copy of the Internal Revenue
Service determination letter that the plan is qualified under
section
401 of the Internal Revenue Code; or
- If the securities being registered
are issued under a plan which is subject to the requirements of ERISA
and the plan has been amended subsequent to the filing of paragraph
(b)(5)(ii) (A) or (B) above, furnish either:
- An opinion of counsel which
confirms compliance of the amended provisions of the plan with
the requirements of ERISA pertaining to such provisions; or
- A copy of the Internal Revenue
Service determination letter that the amended plan is qualified
under section 401 of the Internal Revenue Code.
Note: Attention is directed to Item 8 of Form
S-8 for exemptions to this exhibit requirement applicable
to that Form.
- [Removed and reserved in Release 33-7300, effective July 15, 1996, 61
FR 30397.]
- [Removed and reserved in Release 33-7300, effective July 15, 1996, 61
FR 30397.]
- Opinion re tax matters. For filings on Form
S-11 under the Securities Act or those to which Securities Act Industry
Guide 5 applies, an opinion of counsel or of an independent public or
certified public accountant or, in lieu thereof, a revenue ruling from
the Internal Revenue Service, supporting the tax matters and consequences
to the shareholders as described in the filing when such tax matters are
material to the transaction for which the registration statement is being
filed. This exhibit otherwise need only be filed with the other applicable
registration forms where the tax consequences are material to an investor
and a representation as to tax consequences is set forth in the filing.
If a tax opinion is set forth in full in the filing, an indication that
such is the case may be made in lieu of filing the otherwise required
exhibit. Such tax opinions may be conditioned or may be qualified, so
long as such conditions and qualifications are adequately described in
the filing.
- Voting trust agreement. Any voting
trust agreements and amendments thereto.
- Material contracts.
- Every contract not made in the ordinary
course of business which is material to the registrant and is to be
performed in whole or in part at or after the filing of the registration
statement or report or was entered into not more than two years before
such filing. Only contracts need be filed as to which the registrant
or subsidiary of the registrant is a party or has succeeded to a party
by assumption or assignment or in which the registrant or such subsidiary
has a beneficial interest.
- If the contract is such as ordinarily
accompanies the kind of business conducted by the registrant and its
subsidiaries, it will be deemed to have been made in the ordinary
course of business and need not be filed unless it falls within one
or more of the following categories, in which case it shall be filed
except where immaterial in amount or significance:
- Any contract to which directors,
officers, promoters, voting trustees, security holders named in
the registration statement or report, or underwriters are parties
other than contracts involving only the purchase or sale of current
assets having a determinable market price, at such market price;
- Any contract upon which the
registrant's business is substantially dependent, as in the case
of continuing contracts to sell the major part of registrant's
products or services or to purchase the major part of registrant's
requirements of goods, services or raw materials or any franchise
or license or other agreement to use a patent, formula, trade
secret, process or trade name upon which registrant's business
depends to a material extent;
- Any contract calling for the
acquisition or sale of any property, plant or equipment for a
consideration exceeding 15 percent of such fixed assets of the
registrant on a consolidated basis; or
- Any material lease under which
a part of the property described in the registration statement
or report is held by the registrant.
-
- Any management contract or
any compensatory plan, contract or arrangement, including but
not limited to plans relating to options, warrants or rights,
pension, retirement or deferred compensation or bonus, incentive
or profit sharing (or if not set forth in any formal document,
a written description thereof) in which any director or any of
the named executive officers of the registrant, as defined by
Item 402(a)(3) of Regulation S-K,
participates shall be deemed material and shall be filed; and
any other management contract or any other compensatory plan,
contract, or arrangement in which any other executive officer
of the registrant participates shall be filed unless immaterial
in amount or significance.
- Any compensatory plan, contract
or arrangement adopted without the approval of security holders
pursuant to which equity may be awarded, including, but not limited
to, options, warrants or rights (or if not set forth in any formal
document, a written description thereof), in which any employee
(whether or not an executive officer of the registrant) participates
shall be filed unless immaterial in amount or significance. A
compensation plan assumed by a registrant in connection with a
merger, consolidation or other acquisition transaction pursuant
to which the registrant may make further grants or awards of its
equity securities shall be considered a compensation plan of the
registrant for purposes of the preceding sentence.
- Notwithstanding paragraph
(b)(10)(iii)(A) above, the following management contracts or compensatory
plans, contracts or arrangements need not be filed:
- Ordinary purchase and sales agency
agreements.
- Agreements with managers of stores
in a chain organization or similar organization.
- Contracts providing for labor
or salesmen's bonuses or payments to a class of security holders,
as such.
- Any compensatory plan, contract
or arrangement which pursuant to its terms is available to
employees, officers or directors generally and which in operation
provides for the same method of allocation of benefits between
management and nonmanagement participants.
- Any compensatory plan, contract or arrangement if the registrant is a
foreign private issuer that furnishes compensatory information under Item 402(a)(1)and the public filing of the plan, contract or arrangement, or portion thereof, is not required in the
registrant's home country and is not otherwise publicly disclosed by the registrant.
- Any compensatory plan, contract,
or arrangement if the registrant is a wholly owned subsidiary
of a company that has a class of securities registered pursuant
to section 12 or files reports
pursuant to section 15(d)
of the Exchange Act and is filing a report on Form
10-K and Form 10-KSB
or registering debt instruments or preferred stock which are
not voting securities on Form
S-2.
Instruction 1 to paragraph (b)(10):
With the exception of management contracts, in order to comply
with paragraph (iii) above, registrants need only file copies
of the various compensatory plans and need not file each individual
director's or executive officer's personal agreement under the
plans unless there are particular provisions in such personal
agreements whose disclosure in an exhibit is necessary to an investor's
understanding of that individual's compensation under the plan.
Instruction 2 to paragraph (b)(10):
If a material contract is executed or becomes effective during
the reporting period reflected by a Form
10-Q or Form 10-K, it shall be filed as an exhibit to the
Form 10-Q or Form 10-K filed for the corresponding period. See
paragraph (a)(4) of this Item. With respect
to quarterly reports on Form 10-Q, only those contracts executed
or becoming effective during the most recent period reflected
in the report shall be filed.
- Statement re computation of per share
earnings. A statement setting forth in reasonable detail the computation
of per share earnings, unless the computation can be clearly determined
from the material contained in the registration statement or report. The
information with respect to the computation of per share earnings on both
primary and fully diluted basis, presented by exhibit or otherwise, must
be furnished even though the amounts of per share earnings on the fully
diluted bases are not required to be presented in the income statement
under the provisions of Accounting Principles Board Opinion No. 15. That
Opinion provides that any reduction of less than 3% need not be considered
as dilution (see footnote to paragraph 14 of the Opinion) and that a computation
on the fully diluted basis which results in improvement of earnings per
share not be taken into account (see paragraph 40 of the Opinion).
- Statements re computation of ratios.
A statement setting forth in reasonable detail the computation of any
ratio of earnings to fixed charges, any ratio of earnings to combined
fixed charges and preferred stock dividends or any other ratios which
appear in the registration statement or report. See Item
503(d) of Regulation S-K .
- Annual report to security holders, Form
10-Q and Form 10-QSB or quarterly report to security holders.
- The registrant's annual report to
security holders for its last fiscal year, its Form
10-Q and Form 10-QSB
(if specifically incorporated by reference in the prospectus) or its
quarterly report to security holders, if all or a portion thereof
is incorporated by reference in the filing. Such report, except for
those portions thereof which are expressly incorporated by reference
in the filing, is to be furnished for the information of the Commission
and is not to be deemed "filed" as part of the filing. If
the financial statements in the report have been incorporated by reference
in the filing, the accountant's certificate shall be manually signed
in one copy. See Rule 411(b).
- Electronic filings. If all, or any
portion, of the annual or quarterly report to security holders is
incorporated by reference into any electronic filing, all, or such
portion of the annual or quarterly report to security holders so incorporated,
shall be filed in electronic format as an exhibit to the filing.
- [Removed and reserved in Release 33-7300, effective
July 15, 1996, 61 FR 30397.]
- Letter re unaudited interim financial
information. A letter, where applicable, from the independent accountant
which acknowledges awareness of the use in a registration statement of
a report on unaudited interim financial information which pursuant to
Rule 436(c) under the Securities
Act is not considered a part of a registration statement prepared or certified
by an accountant or a report prepared or certified by an accountant within
the meaning of sections 7 and 11
of that Act. Such letter may be filed with the registration statement,
an amendment thereto, or a report on Form 10-Q which is incorporated by
reference into the registration statement.
- Letter re change in certifying accountant.
A letter from the registrant's former independent accountant regarding
its concurrence or disagreement with the statements made by the registrant
in the current report concerning the resignation or dismissal as the registrant's
principal accountant.
- Letter re director resignation. Any
letter from a former director which sets forth a description of a disagreement
with the registrant that led to the director's resignation or refusal
to stand for re-election and which requests that the matter be disclosed.
- Letter re change in accounting principles.
Unless previously filed, a letter from the registrant's independent accountant
indicating whether any change in accounting principles or practices followed
by the registrant, or any change in the method of applying any such accounting
principles or practices, which affected the financial statements being
filed with the Commission in the report or which is reasonably certain
to affect the financial statements of future fiscal years is to an alternative
principle which in his judgment is preferable under the circumstances.
No such letter need be filed when such change is made in response to a
standard adopted by the Financial Accounting Standards Board that creates
a new accounting principle, that expresses a preference for an accounting
principle, or that rejects a specific accounting principle.
- Report furnished to security holders.
If the registrant makes available to its stockholders or otherwise publishes,
within the period prescribed for filing the report, a document or statement
containing information meeting some or all of the requirements of Part
I of Form 10-Q , the information called for may be incorporated by reference
to such published document or statement provided copies thereof are included
as an exhibit to the registration statement or to Part I of the Form 10-Q
report.
- Other documents or statements to security
holders. If the registrant makes available to its stockholders or
otherwise publishes, within the period prescribed for filing the report,
a document or statement containing information meeting some or all of
the requirements of this form the information called for may be incorporated
by reference to such published document or statement provided copies thereof
are filed as an exhibit to the report on this form.
- Subsidiaries of the registrant.
- List all subsidiaries of the registrant,
the state or other jurisdiction of incorporation or organization of
each, and the names under which such subsidiaries do business. This
list may be incorporated by reference from a document which includes
a complete and accurate list.
- The names of particular subsidiaries
may be omitted if the unnamed subsidiaries, considered in the aggregate
as a single subsidiary, would not constitute a significant subsidiary
as of the end of the year covered by this report. (See the definition
of "significant subsidiary" in Rule
1-02(w) of Regulation S-X.) The names of consolidated wholly-owned
multiple subsidiaries carrying on the same line of business, such
as chain stores or small loan companies, may be omitted, provided
the name of the immediate parent, the line of business, the number
of omitted subsidiaries operating in the United States and the number
operating in foreign countries are given. This instruction shall not
apply, however, to banks, insurance companies, savings and loan associations
or to any subsidiary subject to regulation by another Federal agency.
- Published report regarding matters submitted
to vote of security holders. Published reports containing all of the
information called for by Item 4 of Part II of Form
10-Q and Item 4 of Part I of Form
10-K which is referred to therein in lieu of providing disclosure
in Form 10-Q and Form 10-QSB
or 10-K and Form 10-KSB, which
are required to be filed as exhibits by Rule
12b-23(a)(3) under the Exchange Act.
- Consents of experts and counsel--
- Securities Act filings. All
written consents required to be filed shall be dated and manually
signed. Where the consent of an expert or counsel is contained in
his report or opinion or elsewhere in the registration statement or
document filed therewith, a reference shall be made in the index to
the report, the part of the registration statement or document or
opinion, containing the consent.
- Exchange Act reports. Where
the filing of a written consent is required with respect to material
incorporated by reference in a previously filed registration statement
under the Securities Act, such consent may be filed as exhibit to
the material incorporated by reference. Such consents shall be dated
and manually signed.
- Power of attorney. If any name is
signed to the registration statement or report pursuant to a power of
attorney, manually signed copies of such power of attorney shall be filed.
Where the power of attorney is contained elsewhere in the registration
statement or documents filed therewith a reference shall be made in the
index to the part of the registration statement or document containing
such power of attorney. In addition, if the name of any officer signing
on behalf of the registrant is signed pursuant to a power of attorney,
certified copies of a resolution of the registrant's board of directors
authorizing such signature shall also be filed. A power of attorney that
is filed with the Commission shall relate to a specific filing or an amendment
thereto, provided, however, that a power of attorney relating to a registration
statement under the Securities Act or an amendment thereto also may relate
to any registration statement for the same offering that is to be effective
upon filing pursuant to Rule 462(b)
under the Securities Act. A power of attorney that confers general authority
shall not be filed with the Commission.
- Statement of eligibility of trustee.
- A statement of eligibility and qualification
of each person designated to act as trustee under an indenture to
be qualified under the Trust Indenture Act of 1939. Such statement
of eligibility shall be bound separately from the other exhibits.
- Electronic filings. The requirement
to bind separately the statement of eligibility and qualification
of each person designated to act as a trustee under the Trust
Indenture Act of 1939 from other exhibits shall not apply to statements
submitted in electronic format. Rather, such statements must be submitted
as exhibits in the same electronic submission as the registration
statement to which they relate, or in an amendment thereto, except
that electronic filers that rely on Trust Indenture Act Section 305(b)(2)
for determining the eligibility of the trustee under indentures for
securities to be issued, offered or sold on a delayed basis by or
on behalf of the registrant shall file such statements separately
in the manner prescribed by 17 CFR 260.5b-1 through 260.5b-3 and by
the EDGAR Filer Manual.
- Invitations for competitive bids.
If the registration statement covers securities to be offered at competitive
bidding, any form of communication which is an invitation for competitive
bid which will be sent or given to any person shall be filed.
(27) through (30) [Reserved]
-
- Rule 13a-14(a)/15d-14(a) Certifications. The
certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule
15d-14(a) (17 CFR 240.15d-14(a)) exactly as set forth below:
Certifications *
I, [identify the certifying individual], certify that:
- I have reviewed this [specify report]
of [identify registrant];
- Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
- Based on my knowledge, the financial
statements, and other financial information included in this report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
- The registrant's other certifying
officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
- Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
- Designed such internal control
over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
- Evaluated the effectiveness
of the registrant's disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
- Disclosed in this report any
change in the registrant's internal control over financial reporting
that occurred during the registrant's most recent fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over
financial reporting; and
- The registrant's other certifying
officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
- All significant deficiencies
and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely
to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
- Any fraud, whether or not material,
that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date:
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[Signature]
[Title]
*Provide a separate certification for each principal executive officer
and principal financial officer of the registrant. See Rules 13a-14(a)
and 15d-14(a).
- Rule 13a-14(d)/15d-14(d)
Certifications. If an asset-backed issuer (as defined in Item
229.1101),
the certifications required by Rule
13a-14(d) (17 CFR 240.13a-14(d))
or Rule 15d-14(d) (17 CFR 240.15d-14(d)) exactly as set forth below:
Certifications *
I, [identify the certifying individual], certify that:
- I have reviewed this report on Form
10-K and all reports on Form 10-D required to be filed in respect
of the period covered by this report on Form 10-K of [identify the
issuing entity] (the "Exchange Act periodic reports");
- Based on my knowledge, the Exchange
Act periodic reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the
period covered by this report;
- Based on my knowledge, all of the
distribution, servicing and other information required to be provided
under Form 10-D for the period covered by this report is included
in the Exchange Act periodic reports;
- [I am responsible for reviewing the
activities performed by the servicer(s) and based on my knowledge
and the compliance review(s) conducted in preparing the servicer
compliance statement(s) required in this report under Item 1123 of
Regulation AB, and except as disclosed in the Exchange Act periodic
reports, the servicer(s) [has/have] fulfilled [its/their] obligations
under the servicing agreement(s) in all material respects; and]
[Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer(s) [has/have] fulfilled [its/their] obligations under the servicing agreement(s) in all material respects; and]
- All of the reports on assessment
of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to this report, except as otherwise disclosed in this
report. Any material instances of noncompliance described in such
reports have been disclosed in this report on Form 10-K.
[In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties [name of servicer, sub-servicer, co-servicer, depositor or trustee].]
Date:
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[Signature]
[Title]
- Section 1350 Certifications.
- The certifications required by Rule
13a-14(b) (17 CFR 240.13a-14(b)) or Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63
of Title 18 of the United States Code (18 U.S.C. 1350).
- A certification furnished pursuant
to this item will not be deemed "filed" for purposes of
Section 18 of the Exchange Act,
or otherwise subject to the liability of that section. Such certification
will not be deemed to be incorporated by reference into any filing
under the Securities Act or the Exchange Act, except to the extent
that the registrant specifically incorporates it by reference.
- Section 1350 Certifications.
- The certifications required by Rule
13a-14(b) (17 CFR 240.13a-14(b)) or Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63
of Title 18 of the United States Code (18 U.S.C. 1350).
- A certification furnished pursuant
to this item will not be deemed "filed" for purposes of
Section 18 of the Exchange Act,
or otherwise subject to the liability of that section. Such certification
will not be deemed to be incorporated by reference into any filing
under the Securities Act or the Exchange Act, except to the extent
that the registrant specifically incorporates it by reference.
- Report on assessment
of compliance with servicing criteria for asset-backed securities.
Each report on assessment of compliance
with servicing criteria required by Item
229.1122(a).
- Attestation report on assessment
of compliance with servicing criteria for asset-backed securities. Each attestation
report on assessment of
compliance with servicing criteria for asset-backed securities required by Item
229.1122(b).
- Servicer compliance statement.
Each servicer compliance statement required by Item
229.1123.
(36) through (98) [Reserved]
- Additional exhibits.
- Any additional exhibits which the
registrant may wish to file shall be so marked as to indicate clearly
the subject matters to which they refer.
- Any document (except for an exhibit)
or part thereof which is incorporated by reference in the filing and
is not otherwise required to be filed by this Item or is not a Commission
filed document incorporated by reference in a Securities Act registration
statement.
- If pursuant to Section
11(a) of the Securities Act an issuer makes generally available
to its security holders an earnings statement covering a period of
at least 12 months beginning after the effective date of the registration
statement, and if such earnings statement is made available by "other
methods" than those specified in paragraphs (a) or (b) of Rule
158, it must be filed as an exhibit to the Form
10-Q or the Form 10-K,
as appropriate, covering the period in which the earnings statement
was released.
- XBRL-Related Documents.
An electronic filer that participates in the voluntary XBRL (eXtensible
Business Reporting Language) program may submit XBRL-Related Documents
(Rule 232.11 of this chapter) in electronic format as an exhibit to:
the filing to which they relate; an amendment to such filing; or a Form
8-K (Rule 249.308 of this chapter) that references such filing, if the
Form 8-K is submitted no earlier than date of that filing.
47 FR 11401, Mar. 16, 1982, as amended at 48 FR 19874, May 3, 1983; 48 FR 44475,
Sept. 29, 1983; 49 FR 47599, Dec. 6, 1984; 50 FR 19000, May 6, 1985; 50 FR 49534,
Dec. 3, 1985; 51 FR 42057, Nov. 20, 1986; 51 FR 45576, Dec. 19, 1986; 52 FR 21260,
June 5, 1987; 55 FR 23922, June 13, 1990; 56 FR 30054, July 1, 1991; 57 FR 36501,
Aug. 13, 1992; 57 FR 48158, Oct. 21, 1992; 58 FR 14665, 14857, Mar. 18, 1993,
as corrected at 58 FR 21349, April 21, 1993, and at 58 FR 27471, May 10, 1993;
59 FR 36260, July 15, 1994; 59 FR 65637, Dec. 20, 1994; 59 FR 67760, Dec. 30,
1994; 60 FR 26615, May 17, 1995; 61 FR 24652, 24654, May 15, 1996; 61 FR 30397,
30401, June 14, 1996; 62 FR 36450, 36456, July 8, 1997; 64 FR 53900, 53909, Oct.
5, 1999; 65 FR 24788, 24799, Apr. 27, 2000; 67 FR 232, 247, Jan. 2, 2002; 68
FR
36636, 36663, June 18, 2003; 70 FR 1506, 1594, Jan. 7, 2005; 70 FR 6556, 6568,
Feb.
8,
2005; 70 FR 11528, Mar. 8, 2005; 70 FR 58625, Sept. 29, 2005; 70 FR 72372, 72373, Dec. 5, 2005; 71 FR 53158, Sept. 8, 2006.
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