Administrative Duties. (a) Subject to the restrictions contained in Article IV, the Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture): (a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.5); (ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.9); (iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13); (iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2); (v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3); (vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3); (vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.5); (viii) the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9); (ix) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17); (xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1); (xii) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by the Seller of each of its obligations to the Issuer in the Basic Documents (Section 5.16); (xiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10); (xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2); (xv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.4); (xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6); (xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1); (xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2); (xix) the preparation and delivery of all Officer's Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); (xx) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); and (xxi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.6). (b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture. (c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date. (d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee. (e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action. (f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 2 contracts
Samples: Trust Agreement (Merrill Auto Trust Securitization 2005-1), Trust Agreement (Ml Asset Backed Corp)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the SellerDepositor, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture Indenture, the Sale Agreement and the Servicing Agreement:
(parenthetical section references are i) upon request, the provision to sections the Servicer, of evidence of the assignment in trust for the benefit of the Issuer, as applicable, as may be reasonably necessary for such Person to participate in a legal Proceeding relating to or involving a Receivable or a Defaulted Receivable (Section 3.1 of the Servicing Agreement);
(ii) upon request, the furnishing to the Servicer any of powers of attorney and other documents and take any other steps which such Person may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under the Servicing Agreement (Section 3.1 of the Servicing Agreement);
(iii) upon actual knowledge thereof, notification to the Servicer of a breach of the covenants set forth in Section 3.2, 3.5 or 3.6 of the Servicing Agreement that materially and adversely affects the interest of the Noteholders (Section 3.7 of the Servicing Agreement); and
(iv) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Servicer, the Issuer, the Depositor or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 4.1(b) of the Sale Agreement).
(b) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.4 and 6.7, including the preparation of all tax reports and returns, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the priority set forth in Section 8.4 of the Indenture):. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under Section 5.4 and this Section 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Payment Date.
(ac) The Depositor shall furnish to the appointment Owner Trustee from time to time such additional information regarding the Issuer or the Transaction Documents as the Owner Trustee shall reasonably request.
(d) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.7 unless a Responsible Officer in the Corporate Trust Office of a successor Note Registrar the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(e) The rights and protections afforded to the Owner Trustee pursuant to Articles VII and VIII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.7.
(bf) giving The Depositor shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Administrator, the Owner Trustee, the Indenture Trustee notice or the Servicer) of any appointment all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of a new Note Registrar the Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture, the Sale Agreement and the location, or change Servicing Agreement:
(i) assistance in location, the obtaining and preserving of the Note Registrar Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Transaction Documents to which the Issuer is a party, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 2.53.4 of the Indenture);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.9);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements statements, amendments thereto and continuation statements (Section 3.53.5 of the Indenture);
(viiiiii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of documents an Opinion of Counsel and instruments required for the release Independent Certificate relating thereto (Section 4.1 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiiv) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each Depositor of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Servicer of the obligations to the Issuer under or in connection with the Servicing Agreement, (3) by the First Tier Purchaser or BANA, as applicable, of each of their of the obligations under or in connection with the First Purchase Agreement, (4) by the First Tier Purchaser or the Second Tier Purchaser, as applicable, of each of their obligations under or in connection with the Second Purchase Agreement, or (5) by the Second Tier Purchaser or the Depositor, as applicable of each of their obligations under or in connection with the Third Purchase Agreement in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with, the Servicing Agreement or the Transfer Agreements, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the First Purchase Agreement, the Second Purchase Agreement and the Third Purchase Agreement (Section 5.165.16 of the Indenture);
(xiiivi) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xivvii) receiving the preparation of an Issuer Order and administering requests Officer’s Certificate and the obtaining of Noteholders an Opinion of Counsel and Independent Certificates and other documents, if necessary, for the current list release of Noteholders the Collateral (Section 7.2Sections 2.9, 8.5, 8.6 10.1 and 11.1 of the Indenture);
(xvviii) upon its actual knowledge the preparation of such, Issuer Order and the notification obtaining of Opinions of Counsel with respect to the Indenture Trustee if execution of supplemental indentures and when the Notes are listed on any stock exchange mailing to the Noteholders of notices with respect to such supplemental indentures (Section 7.4Sections 9.1, 9.2 and 9.3 of the Indenture);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xixix) the preparation and delivery of all Officer's Certificates ’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxx) the recording of the Indenture, if applicable (Section 11.15 of the Indenture);
(xi) preparation and filing of UCC continuation statements and amendments thereto and delivery of all Officer's Certificates copies thereof (Section 3.4 of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the obtaining of Independent Certificates, if necessary, for the release of property from the lien Sale Agreement and Section 3.5 of the Indenture Indenture);
(xii) the filing in the proper filing offices and delivery to the Depositor of such financing statements and amendments thereto and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and Sale Agreement in the Receivables (Section 11.1(b)3.4(a) of First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the Sale Agreement); and
(xxixiii) the preparation preparation, execution and delivery of such instruments as required to Noteholders assign to the Servicer all of the Issuer’s right, title and interest in, to and under each Receivable which the Indenture Trustee Servicer has purchased pursuant to Section 3.7 of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions Servicing Agreement (Section 11.63.7 of the Servicing Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 2 contracts
Samples: Trust Agreement (Bank of America Auto Trust 2010-2), Trust Agreement (Bank of America Auto Trust 2010-2)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the SellerDepositor, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture Indenture, the Sale Agreement and the Servicing Agreement:
(parenthetical section references are i) upon request, the provision to sections the Servicer, of evidence of the assignment in trust for the benefit of the Issuer, as applicable, as may be reasonably necessary for such Person to participate in a legal Proceeding relating to or involving a Receivable or a Defaulted Receivable (Section 3.1 of the Servicing Agreement);
(ii) upon request, the furnishing to the Servicer any of powers of attorney and other documents and take any other steps which such Person may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under the Servicing Agreement (Section 3.1 of the Servicing Agreement);
(iii) upon actual knowledge thereof, notification to the Servicer of a breach of the covenants set forth in Section 3.2, 3.5 or 3.6 of the Servicing Agreement that materially and adversely affects the interest of the Noteholders (Section 3.7 of the Servicing Agreement); and
(iv) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Servicer, the Issuer, the Depositor or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 4.1(b) of the Sale Agreement).
(b) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.4 and 6.7, including the preparation of all tax reports and returns, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the priority set forth in Section 8.4 of the Indenture):. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under Section 5.4 and this Section 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Payment Date.
(ac) The Depositor shall furnish to the appointment Owner Trustee from time to time such additional information regarding the Issuer or the Transaction Documents as the Owner Trustee shall reasonably request.
(d) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.7 unless a Responsible Officer in the Corporate Trust Office of a successor Note Registrar the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(e) The rights and protections afforded to the Owner Trustee pursuant to Articles VII and VIII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.7.
(bf) giving The Depositor shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Administrator, the Owner Trustee, the Indenture Trustee notice or the Servicer) of any appointment all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of a new Note Registrar the Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture, the Sale Agreement and the location, or change Servicing Agreement:
(i) assistance in location, the obtaining and preserving of the Note Registrar Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Transaction Documents to which the Issuer is a party, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 2.53.4 of the Indenture);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.9);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements statements, amendments thereto and continuation statements (Section 3.53.5 of the Indenture);
(viiiiii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of documents an Opinion of Counsel and instruments required for the release Independent Certificate relating thereto (Section 4.1 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiiv) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each Depositor of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Servicer of the obligations to the Issuer under or in connection with the Servicing Agreement, (3) by the First Tier Purchaser or BANA, as applicable, of each of their of the obligations under or in connection with the First Purchase Agreement, (4) by the First Tier Purchaser or the Second Tier Purchaser, as applicable, of each of their obligations under or in connection with the Second Purchase Agreement, or (5) by the Second Tier Purchaser or the Depositor, as applicable of each of their obligations under or in connection with the Third Purchase Agreement in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with, the Servicing Agreement or the Transfer Agreements, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the First Purchase Agreement, the Second Purchase Agreement and the Third Purchase Agreement (Section 5.165.16 of the Indenture);
(xiiivi) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xivvii) receiving the preparation of an Issuer Order and administering requests Officer’s Certificate and the obtaining of Noteholders an Opinion of Counsel and Independent Certificates and other documents, if necessary, for the current list release of Noteholders the Collateral (Section 7.2Sections 2.9, 8.5, 8.6 10.1 and 11.1 of the Indenture);
(xvviii) upon its actual knowledge the preparation of such, Issuer Order and the notification obtaining of Opinions of Counsel with respect to the Indenture Trustee if execution of supplemental indentures and when the Notes are listed on any stock exchange mailing to the Noteholders of notices with respect to such supplemental indentures (Section 7.4Sections 9.1, 9.2 and 9.3 of the Indenture);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xixix) the preparation and delivery of all Officer's Certificates ’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxx) the recording of the Indenture, if applicable (Section 11.16 of the Indenture);
(xi) preparation and filing of UCC continuation statements and amendments thereto and delivery of all Officer's Certificates copies thereof (Section 3.4 of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the obtaining of Independent Certificates, if necessary, for the release of property from the lien Sale Agreement and Section 3.5 of the Indenture Indenture);
(xii) the filing in the proper filing offices and delivery to the Depositor of such financing statements and amendments thereto and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and Sale Agreement in the Receivables (Section 11.1(b)3.4(a) of First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the Sale Agreement); and
(xxixiii) the preparation preparation, execution and delivery of such instruments as required to Noteholders assign to the Servicer all of the Issuer’s right, title and interest in, to and under each Receivable which the Indenture Trustee Servicer has purchased pursuant to Section 3.7 of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions Servicing Agreement (Section 11.63.7 of the Servicing Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 2 contracts
Samples: Trust Agreement (Bank of America Auto Trust 2012-1), Trust Agreement (Bank of America Auto Trust 2012-1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.04);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.04);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.09);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.12);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.02);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section 3.3 3.03 and 4.34.03);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.03);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.53.05);
(viiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(ixxi) the notification of a Servicer Termination Event or an Additional Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the notification to the Indenture Trustee of (a) the termination of the Servicer and (b) the appointment of a Successor Servicer (Section 3.07(f));
(xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(xxiv) the duty to take any action as instructed by the Controlling Party to cause the Servicer to comply with Sections 4.10, 4.11, 4.12 and Article VII of the Sale and Servicing Agreement (Section 3.14);
(xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.19);
(xvi) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.20);
(xixvii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviii) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 4.04);
(xix) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 5.01 of the Indenture (Section 5.15.01);
(xiixx) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by The Huntington National Bank, the Seller or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixxi) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.06);
(xxii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xxiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 6.08 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxiv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.04);
(xvixxv) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Section 8.04 and 8.05);
(xxvi) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(xxvii) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.05);
(xviixxviii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.110.01);
(xviiixxix) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.02);
(xixxxx) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a));
(xxxxxi) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b)); and;
(xxixxxii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.05); and
(xxxiii) the recording of the Indenture, if applicable (Section 11.13).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) in the IndentureSale and Servicing Agreement. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and shall furnish to the Owner Trustee at such times as annually (or upon any change thereto) a copy of the Indenture Trustee or Note Register. The Servicer shall furnish to the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar copies of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names all documents and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be reports required to be furnished provided by the Servicer pursuant to Sections 4.10, 4.11, 4.12 and 4.14 of the Indenture TrusteeSale and Servicing Agreement.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Samples: Trust Agreement (Goldman Sachs Asset Backed Securities Corp)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of Indenture, the Indenture):Originator Purchase Agreement, the Sale Agreement, the Servicing Agreement and the Revolving Liquidity Note Agreement:
(ai) (x) the appointment of a successor Note Registrar and (by) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.4 of the Indenture);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.8 of the Indenture);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.12 of the Indenture);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.2 of the Indenture);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section Sections 3.3 and 4.34.3 of the Indenture);
(vi) upon actual knowledge, the preparation of an Issuer Order Request directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.3 of the Indenture);
(vii) upon request, assist in the filing obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Property (Section 3.4 of the Indenture);
(viii) upon request, the preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.53.5 of the Indenture);
(viiiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(ix) the preparation and obtaining of documents and instruments required for the release 3.9 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) upon its actual knowledge, the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.13 of the Indenture) and each default by the Servicer under the Servicing Agreement;
(xi) upon request, the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.14 of the Indenture);
(xixii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);
(xiii) upon request, the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture);
(xiv) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iiic) or (d) of Section 5.1 of the Indenture (Section 5.15.1 of the Indenture);
(xiixv) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Servicer of the obligations to the Issuer under or in connection with the Servicing Agreement, (3) by the Seller or BANA, as applicable, of each of their obligations under or in connection with the Purchase Agreement, (4) by the Originator of its obligations to the Issuer under or in connection with the Originator Purchase Agreement or (5) the Holder of the Revolving Liquidity Note to the Issuer under or in connection with the Revolving Liquidity Note Agreement, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the Purchase Agreement, the Originator Purchase Agreement and the Revolving Liquidity Note Agreement (Section 5.165.16 of the Indenture);
(xiiixvi) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.6 of the Indenture);
(xvii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxix) upon its actual knowledge of suchrequest, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.3 of the Indenture);
(xvixx) upon request, the preparation of an Issuer Order and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Sections 8.5 and 8.6 of the Indenture);
(xxi) the preparation of Issuer Order and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);
(xxii) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.6 of the Indenture);
(xviixxiii) the duty to furnish to the Rating Agencies Holder of the Revolving Liquidity Note, Indenture Trustee and the Indenture Owner Trustee notice of redemption of Notes, if the Master Servicer has not previously done so Notes (Section 10.110.1 of the Indenture);
(xviiixxiv) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification to Noteholders of redemption of the Notes (Section 10.210.2 of the Indenture);
(xixxxv) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxxxvi) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.1 of the Indenture)); and;
(xxixxvii) the preparation and delivery to Noteholders and the Indenture Trustee Trustee, for further delivery to the Noteholders, of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.6 of the Indenture);
(xxviii) the recording of the Indenture, if applicable (Section 11.16 of the Indenture);
(xxix) notification to the Certificateholders of the substance of any amendment to the Sale Agreement and the Servicing Agreement (Section 9.1(e) of the Sale Agreement and Section 9.7 of the Indenture);
(xxx) preparation and filing of UCC continuation statements and delivery of copies thereof (Section 3.4 of the Purchase Agreement, Section 9.2 of the Sale Agreement and Section 3.5 of the Indenture);
(xxxi) the execution and delivery to the Holder of the Revolving Liquidity Note a physical certificate evidencing the Revolving Liquidity Note (Section 3.1 of the Revolving Liquidity Note Agreement);
(xxxii) the maintenance of a register, recording the name and contact information for each Holder of the Revolving Liquidity Note (Section 3.3 of the Revolving Liquidity Note Agreement);
(xxxiii) upon request, the execution and delivery of such instruments as necessary to mortgage, pledge, assign and grant a security interest to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer to and/or the assignment of any or all of the Issuer's rights and obligations under the Revolving Liquidity Note Agreement to the Indenture Trustee (Section 4.2 of the Revolving Liquidity Note Agreement);
(xxxiv) upon actual knowledge or receipt of notice thereof, notification to the Originator and to BANA or the Seller, as applicable, of a breach of any of the representations and warranties described in Section 3.2 of the Purchase Agreement which materially and adversely affects the interests of the Issuer or the Noteholders (Section 3.3 Purchase Agreement);
(xxxv) upon request, the execution and delivery of such instruments of release, transfer or assignment as may be reasonably requested by BANA to evidence the release, transfer or assignment of any Receivable and related Purchased Asset repurchased pursuant to Section 3.3 of the Purchase Agreement (Section 3.3 of the Purchase Agreement);
(xxxvi) upon request, the filing in the proper filing offices and delivery to the Seller of such financing statements and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the Purchase Agreement in the Receivables (Section 3.4(a) of the Purchase Agreement);
(xxxvii) upon request, the preparation and delivery of a written request to the Servicer for the release any document in the Receivable Files (Section 2.2(b) of the Servicing Agreement);
(xxxviii) upon request, the provision to the Servicer of evidence of the assignment in trust for the benefit of the Issuer, as applicable, as may be reasonably necessary for the Servicer to participate in a legal proceeding relating 15 to or involving a Receivable of a Defaulted Receivable (Section 3.1 of the Servicing Agreement);
(xxxix) upon request, the furnishing to the Servicer any of powers of attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under the Servicing Agreement (Section 3.1 of the Servicing Agreement);
(xl) upon request, the preparation, execution and delivery of such instruments as required to assign to the Servicer all of the Issuer's right, title and interest in, to and under a Receivable which the Servicer has repurchased pursuant to Section 3.7 of the Servicing Agreement (Section 3.7 of the Servicing Agreement);
(xli) upon actual knowledge thereof, notification to the Servicer of a breach of any of the covenants set forth in Sections 3.5 and 3.6 of the Servicing Agreement that materially and adversely affects the interest of the Issuer in any Receivable (Section 3.7 of the Servicing Agreement);
(xlii) upon its actual knowledge of such, the notification and delivery of a certificate to Wells Fargo of any indemnity amounts that are or wilx xx owed to the Issuer pursuant to Section 5.4 of the Originator Purchase Agreement (Section 5.4(c) of the Originator Purchase Agreement);
(xliii) upon its actual knowledge thereof, the notification to Wells Fargo of a breach of any of the covenants set xxxxx in Section 3.2(q) of the Originator Purchase Agreement that materially and adversely affects the interest of the Issuer in any Receivable (Section 6.2 of the Originator Purchase Agreement);
(xliv) with respect to all Receivables repurchased pursuant to the Originator Purchase Agreement, upon request, the preparation of any written instruments required to assign to Wells Fargo any such Receivable to be repurchased, (Xxxxxons 6.2 and 6.3 of the Originator Purchase Agreement);
(xlv) upon actual knowledge thereof, notification to the Seller and the Originator of a breach of any of the representations and warranties described in Section 2.2 of the Sale Agreement which materially and adversely affects the interests of the Issuer or the Noteholders (Section 2.3 Sale Agreement);
(xlvi) upon request, the execution and delivery of such instruments of release, transfer or assignment as may be reasonably requested by the Seller to evidence the release, transfer or assignment of any Receivable and related Transferred Assets repurchased pursuant to Section 2.3 of the Sale Agreement (Section 2.3 of the Sale Agreement); and
(xlvii) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Servicer, the Issuer, the Seller or 16 any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 9.5 of the Sale Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in 8.4 of the Indenture. In performing its duties under Section 5.05 5.4 or 6.076.7, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 8.2 of this Agreement, in the priority set forth in Section 8.2 8.2(c) of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 5.4 and 6.076.7, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the priority set forth in Section 8.2 8.4 of the Indenture. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under this Sections 5.05 5.4 and 6.07 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Payment Date.
(d) The Depositor and the Master Servicer Indenture Trustee shall furnish to the Owner Trustee from time to time such additional information regarding the Trust Issuer or the Basic Transaction Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and shall furnish to the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may upon request in writing, within thirty days after receipt by a copy of the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture TrusteeRegister.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 6.7 unless a responsible officer Responsible Officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.076.7.
Appears in 1 contract
Samples: Trust Agreement (Banc of America Securities Auto Trust 2005-Wf1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (of all such documents, reports, filings, instruments, certificates and such preparation opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture and are not be the responsibility of the Seller, the AdministratorTrustee, the Depositor, the Indenture Trustee Trust Administrator or the Master Servicer) . In furtherance of the foregoing, the Owner Trustee shall prepare or cause the preparation by others of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.5);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.09);
(ii) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including Estate (other than the preparation and filing of any financing statements and continuation statements statements, which shall be an obligation of the Servicer under the Sale and Servicing Agreement (Section 3.53.05);
(viiiiv) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(ixv) the notification of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(vi) the notification to the Indenture Trustee of (a) the termination of the Servicer and (b) the appointment of a Successor Servicer (Section 3.07(f));
(vii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(viii) the duty to take any action as instructed by the Controlling Party to cause the Servicer to comply with Sections 4.05, 9.06, 10.02 and 10.03 of the Sale and Servicing Agreement (Section 3.14);
(ix) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller under the Receivables Purchase Agreement (Section 3.19);
(x) the execution notification to the Owner Trustee and request of the Owner Trustee to execute any further instruments and the performance of perform any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.20);
(xi) upon its actual knowledge the monitoring of suchthe Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xii) the preparation, obtaining or filing of instruments, opinions, certificates and other documents (other than the preparation of UCC amendments, which shall be the responsibility of the Servicer under the Sale and Servicing Agreement) required for the release of Collateral (Section 4.04);
(xiii) the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 5.01 of the Indenture (Section 5.15.01);
(xiixiv) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixv) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xvi) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 6.08 and 6.10);
(xivxvii) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.04);
(xvixviii) the delivery preparation of new Notes conforming to any supplemental indenture an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Section 9.68.04 and 8.05);
(xviixix) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(xx) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.110.01);
(xviiixxi) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.02);
(xixxxii) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a));
(xxxxiii) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b)); and;
(xxixxiv) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.06); and
(xxv) the recording of the Indenture, if applicable (Section 11.14).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 5.06(b) in the IndentureSale and Servicing Agreement. In performing its duties under this Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 5.06(b) of the IndentureSale and Servicing Agreement.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07this section, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates Certificates, and the Owner Trustee shall be reimbursed for the expenses of such experts shall be paid to the Owner Trustee in accordance with the priority priorities set forth in Section 8.2 5.06(b) of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 Sale and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution DateServicing Agreement.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and shall furnish to the Owner Trustee at such times as annually (or upon any change thereto) a copy of the Indenture Trustee or Note Register. The Servicer shall furnish to the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar copies of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names all documents and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be reports required to be furnished provided by the Servicer pursuant to Sections 4.01, 4.14 and 12.02(h) of the Indenture TrusteeSale and Servicing Agreement.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.04);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.04);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.09);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.12);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.02);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section 3.3 3.03 and 4.34.03);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.03);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.53.05);
(viiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(ixxi) the notification of a Event of Servicing Termination or an Additional Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, upon the request of the Indenture Trustee the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the notification to the Indenture Trustee of (a) the termination of the Servicer and (b) the appointment of a Successor Servicer (Section 3.07(e));
(xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(xxiv) the duty to take any action as instructed by the Controlling Party to cause the Servicer to comply with Sections 4.10, 4.11, 4.12 and Article VII of the Sale and Servicing Agreement (Section 3.14);
(xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.18);
(xvi) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.19);
(xixvii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviii) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 4.04);
(xix) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 5.01 of the Indenture (Section 5.15.01);
(xiixx) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by The Huntington National Bank, the Seller or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixxi) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.06);
(xxii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xxiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 6.08 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxiv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.04);
(xvixxv) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Section 8.04 and 8.05);
(xxvi) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(xxvii) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.05);
(xviixxviii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.110.01);
(xviiixxix) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.02);
(xixxxx) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a));
(xxxxxi) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b)); and;
(xxixxxii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.05); and
(xxxiii) the recording of the Indenture, if applicable (Section 11.13).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) in the IndentureSale and Servicing Agreement. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee. The Servicer shall furnish to the Owner Trustee copies of all documents and reports required to be provided by the Servicer pursuant to Sections 4.10, 4.11, 4.12 and 4.14 of the Sale and Servicing Agreement.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Samples: Trust Agreement (Morgan Stanley Auto Loan Trust 2004-Hb1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture and the Sale and Servicing Agreement:
(parenthetical section references are to sections of the Indenture):
i) (a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.5 of the Indenture);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.5 of the Indenture);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.9 of the Indenture);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.13 of the Indenture);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.2 of the Indenture);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section Sections 3.3 and 4.34.3 of the Indenture);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.3 of the Indenture);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Property (Section 3.4 of the Indenture);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust EstateProperty, including the preparation and filing of any financing statements and continuation statements (Section 3.53.5 of the Indenture);
(viiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust EstateProperty, and the and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixxi) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)3.10 of the Indenture);
(xxii) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.19 of the Indenture);
(xiii) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.5 of the Indenture);
(xixiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);
(xv) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 2.10 of the Indenture);
(xvi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's ’s Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) or (iv) of Section 5.1 of the Indenture (Section 5.15.1 of the Indenture);
(xiixvii) the performance of any lawful action as the Controlling Party Class may request to compel or secure the performance and observance by the Seller Receivables Servicers or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.165.16 of the Indenture);
(xiiixviii) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.6 of the Indenture);
(xix) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture);
(xx) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxi) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.4 of the Indenture);
(xvixxii) the preparation of an Issuer Order and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Property (Sections 8.4 and 8.5 of the Indenture);
(xxiii) the preparation of Issuer Order and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);
(xxiv) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.6 of the Indenture);
(xviixxv) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so Notes (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xix) the preparation and delivery of all Officer's Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xx) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); and
(xxi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.6).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 10.1 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.);
Appears in 1 contract
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.04);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.04);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.09);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.12);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.02);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section 3.3 3.03 and 4.34.03);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.03);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.53.05);
(viiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(ixxi) the notification of a Event of Servicing Termination or an Additional Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the notification to the Indenture Trustee of (a) the termination of the Servicer and (b) the appointment of a Successor Servicer (Section 3.07(e));
(xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(xxiv) the duty to take any action as instructed by the Controlling Party to cause the Servicer to comply with Sections 4.10, 4.11, 4.12 and Article VII of the Sale and Servicing Agreement (Section 3.14);
(xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.18);
(xvi) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.19);
(xixvii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviii) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 4.04);
(xix) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 5.01 of the Indenture (Section 5.15.01);
(xiixx) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by The Huntington National Bank, the Seller or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixxi) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.06);
(xxii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xxiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 6.08 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxiv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.04);
(xvixxv) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Section 8.04 and 8.05);
(xxvi) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(xxvii) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.05);
(xviixxviii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.110.01);
(xviiixxix) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.02);
(xixxxx) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a));
(xxxxxi) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b)); and;
(xxixxxii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.05); and
(xxxiii) the recording of the Indenture, if applicable (Section 11.13).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) in the IndentureSale and Servicing Agreement. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 5.06(b)(ii) and (xi) of the IndentureSale and Servicing Agreement. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and shall furnish to the Owner Trustee at such times as annually (or upon any change thereto) a copy of the Indenture Trustee or Note Register. The Servicer shall furnish to the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar copies of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names all documents and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be reports required to be furnished provided by the Servicer pursuant to Sections 4.10, 4.11, 4.12 and 4.14 of the Indenture TrusteeSale and Servicing Agreement.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Samples: Trust Agreement (Morgan Stanley Auto Loan Trust 2003-Hb1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the SellerDepositor, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture Indenture, the Sale Agreement and the Servicing Agreement:
(parenthetical section references are i) upon request, the provision to sections the Servicer, of evidence of the Indenture):
(a) assignment in trust for the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, benefit of the Note Registrar Issuer, as applicable, as may be reasonably necessary for such Person to participate in a legal Proceeding relating to or involving a Receivable or a Defaulted Receivable (Section 2.53.1 of the Servicing Agreement);
(ii) upon request, the delivery for cancellation of any Note delivered furnishing to the Issuer for cancellation, Servicer any of powers of attorney and other documents and take any other steps which such Person may deem necessary or appropriate to enable the direction Servicer to destroy or return such Note carry out its servicing and administrative duties under the Servicing Agreement (Section 2.93.1 of the Servicing Agreement);
(iii) upon actual knowledge thereof, notification to the Servicer of a breach of the covenants set forth in Section 3.2, 3.5 or 3.6 of the Servicing Agreement that materially and adversely affects the interest of the Noteholders (Section 3.7 of the Servicing Agreement); and
(iv) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Servicer, the Issuer, the Depositor or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 4.1(b) of the Sale Agreement).
(b) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.4 and 6.7, including the preparation of Definitive Notes all tax reports and returns, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the instructions priority set forth in Section 8.4 of the Clearing Agency Indenture. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under Section 5.5 and this Section 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Payment Date.
(c) The Depositor shall furnish to the Owner Trustee from time to time such additional information regarding the Issuer or the Transaction Documents as the Owner Trustee shall reasonably request.
(d) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.7 unless a Responsible Officer in the Corporate Trust Office of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(e) The rights and protections afforded to the Owner Trustee pursuant to Articles VII and VIII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.7.
(f) The Depositor shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Administrator, the Owner Trustee, the Indenture Trustee or the Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture, the Sale Agreement and the Servicing Agreement:
(i) assistance in the obtaining and preserving of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Transaction Documents to which the Issuer is a party, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 2.133.4 of the Indenture);
(ivii) [assistance in the designation engagement of an office agent of the Issuer for service of process in New York (including the Borough execution by the Depositor of Manhattan, City of New York, for registration of transfer any documents necessary or exchange of Notes advisable in connection therewith) (Section 3.24(b) of the Schedule to the Initial Interest Rate Swap Agreement);]
(viii) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements statements, amendments thereto and continuation statements (Section 3.53.5 of the Indenture);
(viiiiv) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of documents an Opinion of Counsel and instruments required for the release Independent Certificate relating thereto (Section 4.1 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiivi) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each Depositor of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Servicer of the obligations to the Issuer under or in connection with the Servicing Agreement, (3) by the First Tier Purchaser or BANA, as applicable, of each of their of the obligations under or in connection with the First Purchase Agreement, (4) by the First Tier Purchaser or the Second Tier Purchaser, as applicable, of each of their obligations under or in connection with the Second Purchase Agreement, or (5) by the Second Tier Purchaser or the Depositor, as applicable of each of their obligations under or in connection with the Third Purchase Agreement in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with, the Servicing Agreement or the Transfer Agreements, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the First Purchase Agreement, the Second Purchase Agreement and the Third Purchase Agreement (Section 5.165.16 of the Indenture);
(xiiivii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xivviii) receiving the preparation of an Issuer Order and administering requests Officer’s Certificate and the obtaining of Noteholders an Opinion of Counsel and Independent Certificates and other documents, if necessary, for the current list release of Noteholders the Collateral (Section 7.2Sections 2.9, 8.5, 8.6 10.1 and 11.1 of the Indenture);
(xvix) upon its actual knowledge the preparation of such, Issuer Order and the notification obtaining of Opinions of Counsel with respect to the Indenture Trustee if execution of supplemental indentures and when the Notes are listed on any stock exchange mailing to the Noteholders of notices with respect to such supplemental indentures (Section 7.4Sections 9.1, 9.2 and 9.3 of the Indenture);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xixx) the preparation and delivery of all Officer's Certificates ’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxxi) the recording of the Indenture, if applicable (Section 11.15 of the Indenture);
(xii) preparation and filing of UCC continuation statements and amendments thereto and delivery of all Officer's Certificates copies thereof (Section 3.4 of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the obtaining of Independent Certificates, if necessary, for the release of property from the lien Sale Agreement and Section 3.5 of the Indenture Indenture);
(xiii) the filing in the proper filing offices and delivery to the Depositor of such financing statements and amendments thereto and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and Sale Agreement in the Receivables (Section 11.1(b)3.4(a) of First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the Sale Agreement); and
(xxixiv) the preparation preparation, execution and delivery of such instruments as required to Noteholders assign to the Servicer all of the Issuer’s right, title and interest in, to and under each Receivable which the Indenture Trustee Servicer has purchased pursuant to Section 3.7 of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions Servicing Agreement (Section 11.63.7 of the Servicing Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Samples: Trust Agreement (Bank of America Auto Receivables Securitization, LLC)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(i) (a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee and to Securities Administrator notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.5);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.9);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Indenture Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.5);
(viii) the annual delivery of Opinions of Counsel as to the Indenture Trust Estate, and the and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(ix) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) the execution of any replacement swap agreements, including all related documents (Section 3.20);
(xii) upon its actual knowledge of such, the delivery to the Indenture Trustee and the Counterparties of written notice in the form of an Officer's ’s Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiixiii) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by the Seller of each of its obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixiv) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xivxv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxvi) upon its actual knowledge of such, the notification to the Indenture Trustee and the Securities Administrator if and when the Notes are listed on any stock exchange (Section 7.4);
(xvixvii) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xviixviii) the duty to furnish to the Counterparties, the Securities Administrator, the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviiixix) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee Securities Administrator or the Master Servicer to provide such notification (Section 10.2);
(xixxx) the preparation and delivery of all Officer's ’s Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee or the Securities Administrator to take any action under the Indenture (Section 11.1(a));
(xxxxi) the preparation and delivery of all Officer's ’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); and
(xxixxii) the preparation and delivery to Noteholders and Noteholders, the Indenture Trustee and the Securities Administrator of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.6).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Samples: Trust Agreement (Merrill Auto Trust Securitization 2008-1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the SellerDepositor, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture Indenture, the Sale Agreement and the Servicing Agreement:
(parenthetical section references are i) upon request, the provision to sections the Servicer, of evidence of the Indenture):
(a) assignment in trust for the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, benefit of the Note Registrar Issuer, as applicable, as may be reasonably necessary for such Person to participate in a legal Proceeding relating to or involving a Receivable or a Defaulted Receivable (Section 2.53.1 of the Servicing Agreement);
(ii) upon request, the delivery for cancellation of any Note delivered furnishing to the Issuer for cancellation, Servicer any of powers of attorney and other documents and take any other steps which such Person may deem necessary or appropriate to enable the direction Servicer to destroy or return such Note carry out its servicing and administrative duties under the Servicing Agreement (Section 2.93.1 of the Servicing Agreement);
(iii) upon actual knowledge thereof, notification to the Servicer of a breach of the covenants set forth in Section 3.2, 3.5 or 3.6 of the Servicing Agreement that materially and adversely affects the interest of the Noteholders (Section 3.7 of the Servicing Agreement); and
(iv) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Servicer, the Issuer, the Depositor or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 4.1(b) of the Sale Agreement).
(b) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.4 and 6.7, including the preparation of Definitive Notes all tax reports and returns, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the instructions priority set forth in Section 8.4 of the Clearing Agency Indenture. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under Section 5.4 and this Section 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Payment Date.
(c) The Depositor shall furnish to the Owner Trustee from time to time such additional information regarding the Issuer or the Transaction Documents as the Owner Trustee shall reasonably request.
(d) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.7 unless a Responsible Officer in the Corporate Trust Office of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(e) The rights and protections afforded to the Owner Trustee pursuant to Articles VII and VIII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.7.
(f) The Depositor shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Administrator, the Owner Trustee, the Indenture Trustee or the Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture, the Sale Agreement and the Servicing Agreement:
(i) assistance in the obtaining and preserving of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Transaction Documents to which the Issuer is a party, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 2.133.4 of the Indenture);
(ivii) [assistance in the designation engagement of an office agent of the Issuer for service of process in New York (including the Borough execution by the Depositor of Manhattan, City of New York, for registration of transfer any documents necessary or exchange of Notes advisable in connection therewith) (Section 3.24(b) of the Schedule to the Initial Interest Rate Swap Agreement);]
(viii) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements statements, amendments thereto and continuation statements (Section 3.53.5 of the Indenture);
(viiiiv) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of documents an Opinion of Counsel and instruments required for the release Independent Certificate relating thereto (Section 4.1 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiivi) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each Depositor of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Servicer of the obligations to the Issuer under or in connection with the Servicing Agreement or (3) by the First Tier Purchaser or BANA, as applicable, of each of their of the obligations under or in connection with the First Purchase Agreement, (4) by the First Tier Purchaser or the Second Tier Purchaser, as applicable, of each of their obligations under or in connection with the Second Purchase Agreement, or (5) by the Second Tier Purchaser or the Depositor, as applicable of each of their obligations under or in connection with the Third Purchase Agreement, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with, the Servicing Agreement or the Transfer Agreements, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the First Purchase Agreement, the Second Purchase Agreement and the Third Purchase Agreement (Section 5.165.16 of the Indenture);
(xiiivii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xivviii) receiving the preparation of an Issuer Order and administering requests Officer’s Certificate and the obtaining of Noteholders an Opinion of Counsel and Independent Certificates and other documents, if necessary, for the current list release of Noteholders the Collateral (Section 7.2Sections 2.9, 8.5, 8.6 10.1 and 11.1 of the Indenture);
(xvix) upon its actual knowledge the preparation of such, Issuer Order and the notification obtaining of Opinions of Counsel with respect to the Indenture Trustee if execution of supplemental indentures and when the Notes are listed on any stock exchange mailing to the Noteholders of notices with respect to such supplemental indentures (Section 7.4Sections 9.1, 9.2 and 9.3 of the Indenture);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xixx) the preparation and delivery of all Officer's Certificates ’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxxi) the recording of the Indenture, if applicable (Section 11.16 of the Indenture);
(xii) preparation and filing of UCC continuation statements and amendments thereto and delivery of all Officer's Certificates copies thereof (Section 3.4 of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the obtaining of Independent Certificates, if necessary, for the release of property from the lien Sale Agreement and Section 3.5 of the Indenture Indenture);
(xiii) the filing in the proper filing offices and delivery to the Depositor of such financing statements and amendments thereto and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and Sale Agreement in the Receivables (Section 11.1(b)3.4(a) of the First Purchase Agreement, the Second Purchase Agreement, the Third Purchase Agreement and the Sale Agreement); and
(xxixiv) the preparation preparation, execution and delivery of such instruments as required to Noteholders assign to the Servicer all of the Issuer’s right, title and interest in, to and under each Receivable which the Indenture Trustee Servicer has purchased pursuant to Section 3.7 of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions Servicing Agreement (Section 11.63.7 of the Servicing Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Samples: Trust Agreement (Bank of America Auto Receivables Securitization, LLC)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.04);
(ii) the delivery to any Holder of a Class E Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class E Notes to be made pursuant to Rule 144A (Section 2.04);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.09);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.12);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.02);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section 3.3 3.03 and 4.34.03);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.03);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.53.05);
(viiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(ixxi) the notification of an Event of Servicing Termination or an Additional Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, upon the request of the Indenture Trustee the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the notification to the Indenture Trustee of (a) the termination of the Servicer and (b) the appointment of a Successor Servicer (Section 3.07(e));
(xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(xxiv) the duty to take any action as instructed by the Controlling Party to cause the Servicer to comply with Sections 4.10, 4.11, 4.12 and Article VII of the Sale and Servicing Agreement (Section 3.14);
(xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.18);
(xvi) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.19);
(xixvii) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviii) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 4.04);
(xix) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 5.01 of the Indenture (Section 5.15.01);
(xiixx) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by The Huntington National Bank, the Seller or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixxi) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.06);
(xxii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xxiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 6.08 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxiv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.04);
(xvixxv) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Section 8.04 and 8.05);
(xxvi) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
(xxvii) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.05);
(xviixxviii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.110.01);
(xviiixxix) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.02);
(xixxxx) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a));
(xxxxxi) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01 (b)); and;
(xxixxxii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.05); and
(xxxiii) the recording of the Indenture, if applicable (Section 11.13).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 5.06(b)(ii) and (xiii) in the IndentureSale and Servicing Agreement. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 5.06(b)(ii) and (xiii) of the IndentureSale and Servicing Agreement.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 5.06(b)(ii) and (xiii) of the IndentureSale and Servicing Agreement. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee. The Servicer shall furnish to the Owner Trustee copies of all documents and reports required to be provided by the Servicer pursuant to Sections 4.10, 4.11, 4.12 and 4.14 of the Sale and Servicing Agreement.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Samples: Trust Agreement (Morgan Stanley Auto Loan Trust 2004-Hb2)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.5);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.9);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.5);
(viii) the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(ix) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) the execution of any replacement swap agreements, including all related documents (Section 3.20);
(xii) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xiixiii) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by the Seller of each of its obligations to the Issuer in the Basic Documents (Section 5.16);
(xiiixiv) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xivxv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxvi) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.4);
(xvixvii) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xviixviii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviiixix) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xixxx) the preparation and delivery of all Officer's Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xxxxi) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); and
(xxixxii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.6).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Samples: Trust Agreement (Merrill Auto Trust Securitization 2007-1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility terms of the Seller, the Administrator, the Depositorthis Indenture, the Indenture Trustee or agrees to perform all of the Master Servicer) duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Indenture Trustee shall take all such documents, reports, filings, instruments, certificates and opinions as it shall be appropriate action that is the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture take with respect to the following matters under the Trust Agreement, the Mortgage Loan Purchase Agreement and the Indenture (parenthetical section references are to sections of the Indenture):
(ai) The Indenture Trustee shall notify the Owner Trustee if the Indenture Trustee obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder;
(ii) the appointment duty to cause the Note Register to be kept if the Issuer assumes the duties of a successor Note Registrar Registrar, and (b) giving to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar Register (Section 2.5);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.94.02);
(iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes or execution of a supplemental indenture (Sections 4.02, 4.03 and 9.06);
(iv) [reserved];
(v) causing the preparation of Definitive Notes in accordance with the instructions of the any Clearing Agency (including the preparation of any temporary notes) (Section 2.134.14);
(ivvi) the designation maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.33.02);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.5)[reserved];
(viii) the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9)[reserved];
(ix) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b))[reserved];
(x) the execution of any further instruments and notification to the performance of any acts reasonably necessary to carry out more effectively the purpose Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Indenture Trustee of such non-compliance (Section 3.17Sections 3.09 and 3.25);
(xi) upon its actual knowledge the furnishing of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving names and addresses of notice and the lapse Holders of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xii) the performance of Notes during any lawful action as the Controlling Party may request to compel or secure the performance and observance by the Seller of each of its obligations to the Issuer in the Basic Documents (Section 5.16);
(xiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xv) upon its actual knowledge of such, the notification to period when the Indenture Trustee if and when is not the Notes are listed on any stock exchange Note Registrar (Section 7.4);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xix) the preparation and delivery of all Officer's Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xx) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); and
(xxi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.67.01).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before In carrying out the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for foregoing duties or any of its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the obligations under this Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee may enter into transactions with or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar otherwise deal with any of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnishedits Affiliates; provided, however, that so long the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Indenture Trustee’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.
(c) The Indenture Trustee in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee, shall promptly notify the Certificateholders of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee under the Trust Agreement.
(d) With respect to matters that in the reasonable judgment of the Indenture Trustee is are non-ministerial, the Note RegistrarIndenture Trustee shall not take any action pursuant to this Article VII unless within a reasonable time before the taking of such action, no the Indenture Trustee shall have notified the Owner Trustee, the Insurer and the Rating Agencies of the proposed action and the Rating Agencies shall have notified the Issuer in writing that such list transaction shall be required not cause their respective ratings of the Notes to be furnished to reduced, qualified, suspended or withdrawn and the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) the amendment of or any action supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Mortgage Loans);
(iii) the amendment, change or modification of this Indenture or any of the other Basic Documents;
(iv) the appointment of successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of a successor RMBS Master Servicer or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee; provided, however, that the Owner Trustee shall receive notices of items pursuant to clause (i) above and with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
clause (fiii) The rights and protections afforded above to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded extent it is a party to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07related Basic Document.
Appears in 1 contract
Samples: Trust Agreement (American Home Mortgage Investment Trust 2005-4)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee Trustee, the Master Servicer or the Master Receivables Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of Indenture, the Indenture):Sale Agreement, the Receivables Servicing Agreement and the Master Servicing Agreement.
(ai) (x) the appointment of a successor Note Registrar and (by) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.4 of the Indenture);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.8 of the Indenture);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.12 of the Indenture);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.2 of the Indenture);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section Sections 3.3 and 4.34.3 of the Indenture);
(vi) upon actual knowledge, the preparation of an Issuer Order Request directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.3 of the Indenture);
(vii) upon request, assist in the filing obtaining and preservation of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Property (Section 3.4 of the Indenture);
(viii) upon request, the preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.53.5 of the Indenture);
(viiiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's ’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(ix) the preparation and obtaining of documents and instruments required for the release 3.9 of the Issuer from its obligations under the Indenture (Section 3.10(b)Indenture);
(x) upon its actual knowledge, the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.13 of the Indenture) and each default by the Master Servicer under the Master Servicing Agreement;
(xi) upon request, the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.14 of the Indenture);
(xixii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);
(xiii) upon request, the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture);
(xiv) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's ’s Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iiic) or (d) of Section 5.1 of the Indenture (Section 5.15.1 of the Indenture);
(xiixv) the performance of any lawful action as the Controlling Party Indenture Trustee may request to compel or secure the performance and observance (1) by the Seller of each of its obligations to the Issuer under or in connection with the Basic Documents Sale Agreement, (2) by the Master Servicer of the obligations to the Issuer under or in connection with the Master Servicing Agreement, (3) by the Seller or BANA, as applicable, of each of their obligations under or in connection with the Purchase Agreement or (4) by CXXX of its obligations to the Issuer, if any, under or in connection with the CXXX Purchase Agreement in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer, if any, under or in connection with the Sale Agreement, the Master Servicing Agreement, the Purchase Agreement or the CXXX Purchase Agreement, in each case, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Master Servicing Agreement, Receivables Servicing Agreement and the Purchase Agreement (Section 5.165.16 of the Indenture);
(xiiixvi) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.6 of the Indenture);
(xvii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxix) upon its actual knowledge of suchrequest, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.3 of the Indenture);
(xvixx) upon request, the preparation of an Issuer Order and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Sections 8.5 and 8.6 of the Indenture);
(xxi) the preparation of Issuer Order and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);
(xxii) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.6 of the Indenture);
(xviixxiii) the duty to furnish cause the Issuer to the Rating Agencies and the Indenture Trustee provide notice of redemption of Notes, if the Master Servicer has not previously done so Trust Estate pursuant to Section 10.1 of the Indenture to the Certificateholders of record (Section 10.110.1 of the Indenture);.
(xviiixxiv) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification to Noteholders of redemption of the Notes (Section 10.210.2 of the Indenture);
(xixxxv) the preparation and delivery of all Officer's Certificates ’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxxxvi) the preparation and delivery of all Officer's ’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.1 of the Indenture)); and;
(xxixxvii) the preparation and delivery to Noteholders and the Indenture Trustee Trustee, for further delivery to the Noteholders, of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.6 of the Indenture);
(xxviii) the recording of the Indenture, if applicable (Section 11.16 of the Indenture);
(xxix) notification to the Certificateholders of the substance of any amendment to the Sale Agreement , the Master Servicing Agreement or the Indenture (Section 4.1 of the Sale Agreement, Section 7.1 of the Master Servicing Agreement and Section 9.1 of the Indenture);
(xxx) preparation and filing of UCC continuation statements and delivery of copies thereof (Section 3.4 of the Purchase Agreement, Section 4.2 of the Sale Agreement and Section 3.5 of the Indenture);
(xxxi) upon actual knowledge or receipt of notice thereof, notification to BANA of a breach of any of the representations and warranties described in Section 3.2 of the Purchase Agreement which materially and adversely affects the interests of the Issuer or the Noteholders (Section 3.3 of the Purchase Agreement);
(xxxii) upon request, the execution and delivery of such instruments of release, transfer or assignment as may be reasonably requested by BXXX to evidence the release, transfer or assignment of any Receivable and related Purchased Asset repurchased pursuant to Section 3.3 of the Purchase Agreement (Section 3.3 of the Purchase Agreement);
(xxxiii) upon request, the filing in the proper filing offices and delivery to the Seller of such financing statements and continuation and other statements as may be required to preserve, maintain and protect the interest of the Issuer under the Purchase Agreement in the Receivables (Section 3.4(a) of the Purchase Agreement);
(xxxiv) upon request, the preparation and delivery of a written request to the Master Servicer (or to the Receivables Servicer) for the release of any document in the Receivable Files (Section 3.1 of the Master Servicing Agreement);
(xxxv) upon request, the provision to the Master Servicer or the Receivables Servicer, as applicable, of evidence of the assignment in trust for the benefit of the Issuer, as applicable, as may be reasonably necessary for such Person to participate in a legal Proceeding relating to or involving a Receivable or a Defaulted Receivable (Section 3.1 of the Master Servicing Agreement);
(xxxvi) upon request, the furnishing to the Master Servicer or the Receivables Servicer, as applicable, any of powers of attorney and other documents and take any other steps which such Person may deem necessary or appropriate to enable the Master Servicer or the Receivables Servicer to carry out its servicing and administrative duties under the Master Servicing Agreement (Section 3.1 of the Master Servicing Agreement);
(xxxvii) upon request, the preparation, execution and delivery of such instruments as required to assign to the Master Servicer all of the Issuer’s right, title and interest in, to and under a Receivable which the Master Servicer has repurchased pursuant to Section 3.8 of the Master Servicing Agreement (Section 3.8 of the Master Servicing Agreement);
(xxxviii) upon actual knowledge thereof, notification to the Master Servicer of a breach of the covenant set forth in Section 3.5 of the Master Servicing Agreement that materially and adversely affects the interest of the Issuer in any Receivable (Section 3.7 of the Master Servicing Agreement);
(xxxix) upon actual knowledge thereof, notification to the Seller of a breach of any of the representations and warranties described in Section 2.2 of the Sale Agreement which materially and adversely affects the interests of the Issuer or the Noteholders (Section 2.3 of the Sale Agreement);
(xl) upon request, the execution and delivery of such instruments of release, transfer or assignment as may be reasonably requested by the Seller to evidence the release, transfer or assignment of any Receivable and related Transferred Assets repurchased pursuant to Section 2.3 of the Sale Agreement (Section 2.3 of the Sale Agreement); and
(xli) upon request, the provision of any information in the possession of the Owner Trustee reasonably requested by the Master Servicer, the Issuer, the Seller or any of their Affiliates, in order to comply with or obtain more favorable treatment under any current or future law, rule, regulation, accounting rule or principle (Section 4.1(b) of the Sale Agreement).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in 8.4 of the Indenture. In performing its duties under Section 5.05 5.4 or 6.076.7, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 8.2 of this Agreement, in the priority set forth in Section 8.2 8.4 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 5.4 and 6.076.7, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such counsel, accountants and experts in accordance with the priority set forth in Section 8.2 8.4 of the Indenture. The Owner Trustee shall not be obligated to engage any counsel, accountant or expert or perform any duty as required under Sections 5.05 Section 5.4 and 6.07 this Section 6.7 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Payment Date.
(d) The Depositor and the Master Servicer Indenture Trustee shall furnish to the Owner Trustee from time to time such additional information regarding the Trust Issuer or the Basic Transaction Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and shall furnish to the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may upon request in writing, within thirty days after receipt by a copy of the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture TrusteeRegister.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 6.7 unless a responsible officer Responsible Officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.076.7.
Appears in 1 contract
Samples: Trust Agreement (Banc of America Securities Auto Trust 2006-G1)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of and the Indenture):Sale and Servicing Agreement:
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.5 of the Indenture);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.5 of the Indenture);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.9 of the Indenture);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.13 of the Indenture);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.2 of the Indenture);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section Sections 3.3 and 4.34.3 of the Indenture);; 17 Amended and Restated Trust Agreement 2007-1
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.3 of the Indenture);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Property (Section 3.4 of the Indenture);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust EstateProperty, including the preparation and filing of any financing statements and continuation statements (Section 3.53.5 of the Indenture);
(viiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust EstateProperty, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixxi) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)3.10 of the Indenture);
(xxii) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.19 of the Indenture);
(xiii) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.5 of the Indenture);
(xixiv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);
(xv) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 2.10 of the Indenture);
(xvi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an 18 Amended and Restated Trust Agreement 2007-1 Event of Default under clause (iii) or (iv) of Section 5.1 of the Indenture (Section 5.15.1 of the Indenture);
(xiixvii) the performance of any lawful action as the Controlling Party Class may request to compel or secure the performance and observance by the Seller Receivables Servicers or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.165.16 of the Indenture);
(xiiixviii) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.6 of the Indenture);
(xix) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture);
(xx) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxi) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.4 of the Indenture);
(xvixxii) the preparation of an Issuer Order and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Property (Sections 8.4 and 8.5 of the Indenture);
(xxiii) the preparation of Issuer Order and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);
(xxiv) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.6 of the Indenture);
(xviixxv) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so Notes (Section 10.110.1 of the Indenture);
(xviiixxvi) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.2 of the Indenture);
(xixxxvii) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxxxviii) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.1 of the Indenture)); and;
(xxixxix) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.6 of the Indenture);
(xxx) the recording of the Indenture, if applicable (Section 11.15 of the Indenture);
(xxxi) notification to the Certificateholders of the substance of any amendment to the Sale and Servicing (Section 9.1(e) of the Sale and Servicing Agreement);
(xxxii) preparation and filing of UCC continuation statements and delivery of copies thereof (Section 4.2 of the Receivables Purchase Agreements, Section 9.2 of the Sale and Servicing Agreement and Section 3.5 of the Indenture); and
(xxxiii) delivery of prior written notice of amendments to the Rating Agencies (Section 4.1(d) of the Receivables Purchase Agreements) and delivery of notice of substance of amendments to the Indenture Trustee and the Rating Agencies (Section 4.1(e) of the Receivables Purchase Agreements). For avoidance of doubt, the UCC financing statements with respect to which the Owner Trustee is required to file continuation statements under the Basic Documents are the UCC financing statements set forth in Exhibit D-1, Exhibit D-2 and Exhibit D-3.
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in 8.2(c) of the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 8.2(c) of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 20 Amended and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Restated Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.2007-1
Appears in 1 contract
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (direction and such preparation shall not be the responsibility control of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) Board of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty Directors of the Trust to prepare, file or deliver pursuant Company (the "Board") and subject to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar responsibilities matrix attached as Exhibit A hereto, IBT shall perform such administrative and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.5);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.9);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action management services as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.5);
(viii) the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9);
(ix) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(x) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.17);
(xi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xii) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by the Seller of each of its obligations to the Issuer in the Basic Documents (Section 5.16);
(xiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.4);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xix) the preparation and delivery of all Officer's Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xx) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); and
(xxi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.6).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time be reasonably requested by the Company, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Company and performing the administrative and management functions herein set forth; (b) arranging, if desired by the Company, for directors, officers or employees of IBT to serve as Directors, officers or agents of the Company if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) supervising the overall administration of the Company, including the updating of corporate organizational documents, and the negotiation of contracts and fees with and the monitoring and coordinating of performance and xxxxxxxx of the Company's transfer agent, custodian, fund accounting agent, shareholder servicing agents and other independent contractors or agents; (d) preparing and, if applicable, filing all documents required for compliance by the Company with applicable laws and regulations (including state "blue sky" laws and regulations), including registration statements on Form N-1A, Forms N-SAR, prospectuses and statements of additional information regarding the Trust information, or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished similar forms, securities registrations on Form 24f-2, and semi-annual and annual reports to the Indenture Trustee Company's shareholders and reviewing (including coordinating the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writingpreparing of, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date but not more than ten days prior to the time such list is furnishedpreparing) tax returns; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee preparation of agendas and supporting documents for and minutes of meetings of Directors, committees of Directors and preparation of notices, proxy statements and minutes of meetings of one or more Funds' shareholders; (f) arranging for and supervising the maintenance of books and records of the Company in accordance with all applicable rules and regulations including those promulgated under the Investment Company Act of 1940, as amended; (g) maintaining telephone coverage to respond to shareholder inquiries regarding matters to which this Agreement pertains to which any appropriate transfer agent and any appropriate shareholder servicing agent are unable to respond; (h) providing monthly reports and assistance regarding the Funds' compliance with securities and tax laws, including state "blue sky" laws and regulations; (i) arranging for the calculation and dissemination of yield and other performance information to newspapers and tracking services; (j) arranging for and preparing annual renewals for fidelity bond and errors and omissions insurance coverage; (k) developing a budget for the Company, establishing the rate of expense accruals and arranging for the payment of all fixed and management expenses; (l) assisting in the determination of all required dividends and distributions to shareholders (for purposes of Subchapter M under the Internal Revenue Code of 1986, as amended, and any applicable excise taxes); (m) preparing certain tax reports to shareholders; (n) liasing with the Company's independent public accountants and providing, upon request, account analyses, fiscal year summaries and other audit-related schedules, and taking all reasonable action to assure that the necessary information is made available to such accountants for the issuance of their opinion, as the same may be required by the Company from time to time; and (o) monitoring Fund shares outstanding against Fund shares authorized, provided that IBT shall not be responsible for taking any action liability arising to any party as a result of the sale of Fund shares in excess of authorized Fund shares. Notwithstanding the foregoing, IBT shall not be deemed to have assumed any duties under this Agreement with respect to, and shall not be responsible for, the management of the Company's assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of common stock (`Shares") of the Funds, nor shall IBT be deemed to have assumed or have any responsibility with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department functions specifically assumed by any transfer agent or custodian of the Owner Trustee has actual knowledge or has received written notice of the need to take such actionCompany.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.
Appears in 1 contract
Samples: Administrative Services Agreement (Ubs Private Investor Funds Inc)
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of and the Indenture):Sale and Servicing Agreement:
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.5 of the Indenture);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.5 of the Indenture);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.9 of the Indenture);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.13 of the Indenture);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.2 of the Indenture);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section Sections 3.3 and 4.34.3 of the Indenture);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.3 of the Indenture);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Property (Section 3.4 of the Indenture);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust EstateProperty, including the preparation and filing of any financing statements and continuation statements (Section 3.53.5 of the Indenture);
(viiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust EstateProperty, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixxi) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)3.10 of the Indenture);
(xxii) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.19 of the Indenture);
(xiii) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.5 of the Indenture);
(xixiv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);
(xv) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 2.10 of the Indenture);
(xvi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) or (iv) of Section 5.1 of the Indenture (Section 5.15.1 of the Indenture);
(xiixvii) the performance of any lawful action as the Controlling Party may request to compel or secure the performance and observance by the Seller Receivables Servicers or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.165.16 of the Indenture);
(xiiixviii) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.6 of the Indenture);
(xix) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture);
(xx) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxi) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.4 of the Indenture);
(xvixxii) the preparation of an Issuer Order and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Property (Sections 8.4 and 8.5 of the Indenture);
(xxiii) the preparation of Issuer Order and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);
(xxiv) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.6 of the Indenture);
(xviixxv) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so Notes (Section 10.110.1 of the Indenture);
(xviiixxvi) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.2 of the Indenture);
(xixxxvii) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxxxviii) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.1 of the Indenture)); and;
(xxixxix) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.6 of the Indenture);
(xxx) the recording of the Indenture, if applicable (Section 11.15 of the Indenture);
(xxxi) notification to the Certificateholders of the substance of any amendment to the Sale and Servicing (Section 9.1(e) of the Sale and Servicing Agreement);
(xxxii) preparation and filing of UCC continuation statements and delivery of copies thereof (Section 4.2 of the Receivables Purchase Agreement, Section 9.2 of the Sale and Servicing Agreement and Section 3.5 of the Indenture); and
(xxxiii) delivery of prior written notice of amendments to the Rating Agencies (Section 4.1(d) of the Receivables Purchase Agreement) and delivery of notice of substance of amendments to the Indenture Trustee and the Rating Agencies (Section 4.1(e) of the Receivables Purchase Agreement). For avoidance of doubt, the UCC financing statements with respect to which the Owner Trustee is required to file continuation statements under the Basic Documents are the UCC financing statements set forth in Exhibit D-1, Exhibit D-2 and Exhibit D-3.
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in 8.2(c) of the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 8.2(c) of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.and
Appears in 1 contract
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (of all such documents, reports, filings, instruments, certificates and such preparation opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture and are not be the responsibility of the Seller, the AdministratorTrustee, the Depositor, the Indenture Trustee Administrator or the Master Servicer) . In furtherance of the foregoing, the Owner Trustee shall prepare or cause the preparation by others of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.5);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.09);
(ii) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
(iii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);
(iv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.3);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including Estate (other than the preparation and filing of any financing statements and continuation statements statements, which shall be an obligation of the Servicer under the Sale and Servicing Agreement (Section 3.53.05));
(viiiiv) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 3.06 and 3.93.09);
(ixv) the notification of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(vi) the notification to the Indenture Trustee and the Note Insurer of (a) the termination of the Servicer and (b) the appointment of a Successor Servicer (Section 3.07(f));
(vii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b));
(viii) the duty to take any action as instructed by the Controlling Party to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and Article IX of the Sale and Servicing Agreement (Section 3.14);
(ix) the delivery of written notice to the Indenture Trustee, the Note Insurer and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller under the Receivables Purchase Agreement (Section 3.19);
(x) the execution notification to the Owner Trustee and request of the Owner Trustee to execute any further instruments and the performance of perform any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.20);
(xi) upon its actual knowledge the monitoring of such, the delivery Issuer's obligations as to the satisfaction and discharge of the Indenture Trustee of written notice in and the form preparation of an Officer's Certificate of any event that with the giving of notice and the lapse obtaining of time would become an Event Opinion of Default under clause (iii) of Section 5.1 of Counsel and the Indenture Independent Certificate relating thereto (Section 5.14.01);
; (xii) the performance preparation, obtaining or filing of any lawful action as the Controlling Party may request to compel or secure the performance instruments, opinions, certificates and observance by the Seller of each of its obligations to the Issuer in the Basic Documents other documents (Section 5.16);
(xiii) other than the preparation of any written instruments required to confirm more fully UCC amendments, which shall be the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xv) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.4);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption responsibility of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xix) the preparation and delivery of all Officer's Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action Servicer under the Indenture (Section 11.1(a));
(xxSale and Servicing Agreement) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, required for the release of property from the lien of the Indenture Collateral (Section 11.1(b4.04)); and
(xxi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.6).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.;
Appears in 1 contract
Administrative Duties. (a) Subject to the restrictions contained in Article IV, the The Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility of the Seller, the Administrator, the Depositor, the Indenture Trustee or the Master Servicer) of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture with respect to the following matters under the Indenture (parenthetical section references are to sections of and the Indenture):Sale and Servicing Agreement:
(a) the appointment of a successor Note Registrar and (b) giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar (Section 2.52.5 of the Indenture);
(ii) the delivery to any Holder of a Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information in the possession of the Owner Trustee required by Rule 144A as will enable the resale of such Class D Notes to be made pursuant to Rule 144A (Section 2.5 of the Indenture);
(iii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.92.9 of the Indenture);
(iiiiv) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.132.13 of the Indenture);
(ivv) the designation of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.23.2 of the Indenture);
(vvi) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator Indenture Trustee all sums held in trust by such Paying Agent (Section Sections 3.3 and 4.34.3 of the Indenture);
(vivii) the preparation of an Issuer Order directing the Securities Administrator Indenture Trustee to provide notification of any unclaimed monies and repayments (Section 3.33.3 of the Indenture);
(viiviii) upon request, assist in the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Property (Section 3.4 of the Indenture);
(ix) the filing preparation of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust EstateProperty, including the preparation and filing of any financing statements and continuation statements (Section 3.53.5 of the Indenture);
(viiix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust EstateProperty, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.93.9 of the Indenture);
(ixxi) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)3.10 of the Indenture);
(xxii) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer under the Sale and Servicing Agreement (Section 3.19 of the Indenture);
(xiii) the execution of any further instruments and the performance of any acts reasonably necessary to carry out more effectively the purpose of the Indenture (Section 3.173.5 of the Indenture);
(xixiv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the obtaining of an Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);
(xv) the preparation, obtaining or filing of instruments, opinions, certificates and other documents required for the release of Collateral (Section 2.10 of the Indenture);
(xvi) upon its actual knowledge of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (iii) or (iv) of Section 5.1 of the Indenture (Section 5.15.1 of the Indenture);
(xiixvii) the performance of any lawful action as the Controlling Party Class may request to compel or secure the performance and observance by the Seller Receivables Servicers or the Servicer, as applicable, of each of its their obligations to the Issuer in the Basic Documents (Section 5.165.16 of the Indenture);
(xiiixviii) upon the request of the Indenture Trustee, provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably requested to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.6 of the Indenture);
(xix) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture);
(xx) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.106.10 of the Indenture);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xvxxi) upon its actual knowledge of such, the notification to the Indenture Trustee if and when the Notes are listed on any stock exchange (Section 7.47.4 of the Indenture);
(xvixxii) the preparation of an Issuer Order and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Property (Sections 8.4 and 8.5 of the Indenture);
(xxiii) the preparation of Issuer Order and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);
(xxiv) the delivery of new Notes conforming to any supplemental indenture (Section 9.69.6 of the Indenture);
(xviixxv) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so Notes (Section 10.110.1 of the Indenture);
(xviiixxvi) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.210.2 of the Indenture);
(xixxxvii) the preparation and delivery of all Officer's Certificates Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)11.1 of the Indenture);
(xxxxviii) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.1 of the Indenture)); and;
(xxixxix) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.611.6 of the Indenture);
(xxx) the recording of the Indenture, if applicable (Section 11.15 of the Indenture);
(xxxi) notification to the Certificateholders of the substance of any amendment to the Sale and Servicing (Section 9.1(e) of the Sale and Servicing Agreement);
(xxxii) preparation and filing of UCC continuation statements and delivery of copies thereof (Section 4.2 of the Receivables Purchase Agreements, Section 9.2 of the Sale and Servicing Agreement and Section 3.5 of the Indenture); and
(xxxiii) delivery of prior written notice of amendments to the Rating Agencies (Section 4.1(d) of the Receivables Purchase Agreements) and delivery of notice of substance of amendments to the Indenture Trustee and the Rating Agencies (Section 4.1(e) of the Receivables Purchase Agreements). For avoidance of doubt, the UCC financing statements with respect to which the Owner Trustee is required to file continuation statements under the Basic Documents are the UCC financing statements set forth in Exhibit D-1, Exhibit D-2 and Exhibit D-3.
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for its other reasonable expenses hereunder in the priority set forth in Section 8.2 in 8.2(c) of the Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 8.2(c) of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished to the Indenture Trustee.
(e) The Owner Trustee shall not be responsible for taking any action with respect to this Section 6.07 unless a responsible officer in the Corporate Trust Administration Department of the Owner Trustee has actual knowledge or has received written notice of the need to take such action.
(f) The rights and protections afforded to the Owner Trustee pursuant to Article VII of this Agreement shall also be afforded to the Owner Trustee with respect to the performance of its administrative duties under this Section 6.07.in
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Administrative Duties. (a) Subject to the restrictions contained in Article IV, the Owner Trustee shall prepare or shall cause the preparation by other appropriate Persons (and such preparation shall not be the responsibility terms of the Seller, the Administrator, the Depositorthis Indenture, the Indenture Trustee or agrees to perform all of the Master Servicer) duties of the Issuer under the Depository Agreement. In addition to its duties performed under the Depository Agreement, the Indenture Trustee shall take all such documents, reports, filings, instruments, certificates and opinions as it shall be appropriate action that is the duty of the Trust Issuer to prepare, file or deliver pursuant to the Indenture take with respect to the following matters under the Trust Agreement, the Mortgage Loan Purchase Agreement and the Indenture (parenthetical section references are to sections of the Indenture):
(ai) The Indenture Trustee shall notify the Owner Trustee if the Indenture Trustee obtains actual knowledge or written notice that any withholding tax is imposed on the Trust’s payments (or allocations of income) to a Certificateholder;
(ii) the appointment duty to cause the Note Register to be kept if the Issuer assumes the duties of a successor Note Registrar Registrar, and (b) giving to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Registrar Register (Section 2.5);
(ii) the delivery for cancellation of any Note delivered to the Issuer for cancellation, and the direction to destroy or return such Note (Section 2.94.02);
(iii) causing the preparation of the Notes for execution by the Owner Trustee upon the registration of any transfer or exchange of the Notes or execution of a supplemental indenture (Sections 4.02, 4.03 and 9.06);
(iv) [reserved];
(v) causing the preparation of Definitive Notes in accordance with the instructions of the any Clearing Agency (including the preparation of any temporary notes) (Section 2.134.14);
(ivvi) the designation maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.2);
(v) the preparation of an Issuer Order directing the Paying Agent to deposit with the Securities Administrator all sums held in trust by such Paying Agent (Section 3.3 and 4.3);
(vi) the preparation of an Issuer Order directing the Securities Administrator to provide notification of any unclaimed monies and repayments (Section 3.33.02);
(vii) the filing of all supplements and amendments to the Indenture, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate, including the preparation and filing of any financing statements and continuation statements (Section 3.5)[reserved];
(viii) the annual delivery of Opinions of Counsel as to the Trust Estate, and the and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.6 and 3.9)[reserved];
(ix) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b))[reserved];
(x) the execution of any further instruments and notification to the performance of any acts reasonably necessary to carry out more effectively the purpose Owner Trustee of the Issuer’s non-compliance with its negative covenants or restricted payment covenants upon actual knowledge by the Indenture Trustee of such non-compliance (Section 3.17Sections 3.09 and 3.25);
(xi) upon its actual knowledge the furnishing of such, the delivery to the Indenture Trustee of written notice in the form of an Officer's Certificate of any event that with the giving names and addresses of notice and the lapse Holders of time would become an Event of Default under clause (iii) of Section 5.1 of the Indenture (Section 5.1);
(xii) the performance of Notes during any lawful action as the Controlling Party may request to compel or secure the performance and observance by the Seller of each of its obligations to the Issuer in the Basic Documents (Section 5.16);
(xiii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instructions necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.8 and 6.10);
(xiv) receiving and administering requests of Noteholders for the current list of Noteholders (Section 7.2);
(xv) upon its actual knowledge of such, the notification to period when the Indenture Trustee if and when is not the Notes are listed on any stock exchange Note Registrar (Section 7.4);
(xvi) the delivery of new Notes conforming to any supplemental indenture (Section 9.6);
(xvii) the duty to furnish to the Rating Agencies and the Indenture Trustee notice of redemption of Notes, if the Master Servicer has not previously done so (Section 10.1);
(xviii) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);
(xix) the preparation and delivery of all Officer's Certificates and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));
(xx) the preparation and delivery of all Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b)); and
(xxi) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements or requests by the Noteholders with respect to alternate payment and notice provisions (Section 11.67.01).
(b) The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before In carrying out the date hereof among the Depositor and the Owner Trustee, and the Owner Trustee shall be reimbursed for foregoing duties or any of its other reasonable expenses hereunder in the priority set forth in Section 8.2 in the obligations under this Indenture. In performing its duties under Section 5.05 or 6.07, the Owner Trustee shall be entitled to the indemnification provided by the Issuer under Section 8.02 of this Agreement, in the priority set forth in Section 8.2 of the Indenture.
(c) It is understood and agreed that the Owner Trustee shall be entitled to engage outside counsel, independent accountants and other experts to assist the Owner Trustee in connection with the performance of its duties set forth in Sections 5.05 and 6.07, including the preparation of all tax reports and returns, securities law filings, Opinions of Counsel and Independent Certificates and the Owner Trustee shall be reimbursed for the expenses of such experts in accordance with the priority set forth in Section 8.2 of the Indenture. The Owner Trustee shall not be obligated to engage any expert or perform any duty as required under Sections 5.05 and 6.07 for which reimbursement would exceed $1,000 until such amount has been paid to the Owner Trustee, if payment of such reimbursable amount is required of the Owner Trustee prior to the next Distribution Date.
(d) The Depositor and the Master Servicer shall furnish to the Owner Trustee from time to time such additional information regarding the Trust or the Basic Documents as the Owner Trustee shall reasonably request. The Note Registrar will furnish or cause to be furnished to the Indenture Trustee and the Owner Trustee at such times as the Indenture Trustee may enter into transactions with or the Owner Trustee may request in writing, within thirty days after receipt by the Note Registrar otherwise deal with any of any such request, a list, in such form as the Indenture Trustee or Owner Trustee may reasonably require, of the names and addresses of the Holders of Notes as of a date not more than ten days prior to the time such list is furnishedits Affiliates; provided, however, that so long as the Indenture Trustee is the Note Registrar, no terms of any such list transactions or dealings shall be required to be furnished to in accordance with any directions received from the Issuer and shall be, in the Indenture Trustee’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.
(ec) The Indenture Trustee in its capacity as the Certificate Registrar, and upon a request received from the Owner Trustee Trustee, shall not be responsible for taking promptly notify the Certificateholders of (i) any action with respect to this Section 6.07 unless a responsible officer change in the Corporate Trust Administration Department Office of the Owner Trustee, (ii) any amendment to the Trust Agreement requiring notice be given to the Certificateholders and (iii) any other notice required to be given to the Certificateholders by the Owner Trustee has actual knowledge or has received written notice of under the need to take such actionTrust Agreement.
(fd) The rights and protections afforded With respect to matters that in the reasonable judgment of the Indenture Trustee are non-ministerial, the Indenture Trustee shall not take any action pursuant to this Article VII unless within a reasonable time before the taking of such action, the Indenture Trustee shall have notified the Owner Trustee of the proposed action. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) the amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Mortgage Loans);
(iii) the amendment, change or modification of this Indenture or any of the other Basic Documents;
(iv) the appointment of successor Paying Agents and successor Indenture Trustees pursuant to Article VII the Indenture or the appointment of this Agreement shall also be afforded a successor RMBS Master Servicer or the consent to the assignment by the Certificate Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee; provided, however, that the Owner Trustee shall receive notices of items pursuant to clause (i) above and with respect to clause (iii) above to the performance of its administrative duties under this Section 6.07extent it is a party to the related Basic Document.
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Samples: Trust Agreement (American Home Mortgage Investment Trust 2005-4)
