Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture): (i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08); (iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02); (v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04); (viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05); (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b)); (xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11); (xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a)); (xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b)); (xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01); (xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10); (xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03); (xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05); (xxii) [Reserved]; (xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02); (xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05); (xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02); (xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b)); (xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b)); (xxviii) [Reserved]; and (xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11). (b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement. (c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent. (d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns. (f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder. (g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B Servicing Supplement in accordance with the terms and conditions thereof. (h) [Reserved]. (i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties. (j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include: (i) amendment of or any supplement to the Indenture; (ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases); (iii) the amendment, change or modification of the Related Documents; (iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and (v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders. (k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii), Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192015-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192015-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192015-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2015-A), Trust Administration Agreement (Nissan Auto Lease Trust 2015-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192018-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192018-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192018-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii), Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192020-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192020-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192020-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii), Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192017-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192017-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192017-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2017-A), Trust Administration Agreement (Nissan Auto Lease Trust 2017-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192014-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192014-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192014-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2014-B), Trust Administration Agreement (Nissan Auto Lease Trust 2014-B)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192011-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192011-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved]The Administrative Agent shall advise the Owner Trustee in all regards with respect to its duties pursuant to any Currency Swap Agreement into which the Issuing Entity enters pursuant to Section 5.02(f) of the Trust Agreement, including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(f) of the Trust Agreement, if the Trust Certificateholders notify the Administrative Agent with respect to the Issuing Entity’s election to enter into such a Currency Swap Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency Swap Agreement on behalf of the Issuing Entity.
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192011-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2011-B), Trust Administration Agreement (Nissan Auto Lease Trust 2011-B)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192012-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192012-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192012-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2012-A), Trust Administration Agreement (Nissan Auto Lease Trust 2012-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192020-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192020-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192020-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii), Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192013-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192013-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192013-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii), Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192021-B SUBI A Series Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
; (xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e8.02(f) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) 5.04 of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192021-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
; (ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2021-A), Trust Administration Agreement (Nissan Auto Lease Trust 2021-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192017-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192017-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192017-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2017-B), Trust Administration Agreement (Nissan Auto Lease Trust 2017-B)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192013-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which 4 (NALT 2013-A Trust Administration Agreement) compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192013-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192013-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2013-A), Trust Administration Agreement (Nissan Auto Lease Trust 2013-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192011-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192011-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved]The Administrative Agent shall advise the Owner Trustee in all regards with respect to its duties pursuant to any Currency Swap Agreement into which the Issuing Entity enters pursuant to Section 5.02(f) of the Trust Agreement, including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(f) of the Trust Agreement, if the Trust Certificateholders notify the Administrative Agent with respect to the Issuing Entity’s election to enter into such a Currency Swap Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency Swap Agreement on behalf of the Issuing Entity.
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192011-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2011-A), Trust Administration Agreement (Nissan Auto Lease Trust 2011-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192010-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved]the preparation of an Issuing Entity Request for the release of the Owner Trust Estate (Section 8.06);
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]the notification of each Rating Agency, upon the failure of the Issuing Entity, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuing Entity, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192010-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved]The Administrative Agent shall advise the Owner Trustee in all regards with respect to its duties pursuant to any Currency Swap Agreement into which the Issuing Entity enters pursuant to Section 5.02(f) of the Trust Agreement, including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(f) of the Trust Agreement, if the Trust Certificateholders notify the Administrative Agent with respect to the Issuing Entity’s election to enter into such a Currency Swap Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency Swap Agreement on behalf of the Issuing Entity.
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2010-B), Trust Administration Agreement (Nissan Auto Lease Trust 2010-B)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii), Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192016-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192016-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192016-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2016-A), Trust Administration Agreement (Nissan Auto Lease Trust 2016-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192016-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192016-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192016-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2016-B), Trust Administration Agreement (Nissan Auto Lease Trust 2016-B)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York[•], for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B SUBI 20[•]-[•] Series Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee Trustee[, the [Swap Counterparty][Cap Provider]] and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with [and the [Cap Provider][Swap Counterparty]]with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e8.02(f) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) 5.04 of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B 20[•]-[•] Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders [or the Swap Counterparty] under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B 20[•]-[•] Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii), Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192014-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192014-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192014-B A Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2014-A), Trust Administration Agreement (Nissan Auto Lease Trust 2014-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192015-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192015-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192015-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2015-B), Trust Administration Agreement (Nissan Auto Lease Trust 2015-B)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192012-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which 4 (NALT 2012-B Trust Administration Agreement) compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192012-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192012-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 2 contracts
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2012-B), Trust Administration Agreement (Nissan Auto Lease Trust 2012-B)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity Trust or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity Trust and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing EntityTrust, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Trust or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor Transferor shall execute and deliver any filings, certificates, affidavits or other instruments required under the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, to the extent permitted by applicable law. In furtherance Xx xxxxxxxxxce of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section Sec. 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s Trust's qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual delivery of the Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuing Entity Trust has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192005-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer's consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer's conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity Trust from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s Trust's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved]the preparation of an Issuer Request for the release of the Owner Trust Estate (Section 8.06);
(xxiii) the preparation of Issuing Entity Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto indentures (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s 's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity Trust to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s 's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]the notification of each Rating Agency, upon the failure of the Trust, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent Trustee from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, Trustee under the Certificate Registrar and the Paying Agent Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(cii) provide the indemnification specified except as otherwise expressly provided in Section 8.01 of the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and Section 6.07 advances incurred or made by the Owner Trustee in accordance with any provision of the IndentureTrust Agreement (including reasonable compensation, expenses and (d) cause the Servicer disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to provide the indemnification specified in Section 8.02(e) of the Servicing Agreementits negligence or bad faith.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity Trust or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity Trust or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Trust, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Trust and shall be, in the Administrative Agent’s 's opinion, no less favorable to the Issuing Entity Trust than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity Trust and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Trust (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and;
(v) the removal of the Indenture Trustee; and
(vi) the provision to the Rating Agencies copies of any amendment or supplement to the Interest Rate Cap Agreement and the notification of the Interest Rate Cap Counterparty of any proposed amendment or supplement to any of the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity Trust directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B 20[●]-[●] SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with [and the [Cap Provider][Swap Counterparty]]with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B 20[●]-[●] Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders [or the Swap Counterparty] under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of or (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; Indenture (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; Indenture (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B 20[●]-[●] Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan-Infiniti Lt)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192010-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved]the preparation of an Issuing Entity Request for the release of the Owner Trust Estate (Section 8.06);
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]the notification of each Rating Agency, upon the failure of the Issuing Entity, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust);
(ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its willful misconduct, bad faith or negligence; and
(ciii) provide indemnify the indemnification specified Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuing Entity, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192010-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2010-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity Trust or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity Trust and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing EntityTrust, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Trust or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor Transferor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iiiii) the preparation of, of or obtaining of or filing of all instruments, opinions the documents and certificates or other documents instruments required for execution and authentication of the release Notes and delivery of Collateral the same to the Indenture Trustee (Section 2.082.02);
(iviii) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(viv) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(viv) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(viivi) the obtaining and preservation of the Issuing Entity’s Trust's qualifications to do business (Section 3.04);
(viiivii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ixviii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual delivery of the Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(xix) the identification to the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuing Entity Trust has contracted to perform its duties under the Indenture (Section 3.07(b));
(xix) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192004-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xiixi) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiiixii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer's consolidation or merger with or into any other Person (Section 3.15(a));
(xivxiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer's conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xvxiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity Trust from its obligations under the Indenture (Section 4.01);
(xvixv) the monitoring of the Issuing Entity’s Trust's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviixvi) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviiixvii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xixxviii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xxxix) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxixx) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiiixxi) the preparation of Issuing Entity an Issuer Request for the release of the Owner Trust Estate (Section 8.06);
(xxii) the preparation of Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto indentures (Sections 9.01 and 9.02);
(xxivxxiii) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxvxxiv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvixxv) the preparation and delivery of all Officer’s 's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity Trust to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxviixxvi) the preparation and delivery of Officer’s 's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviiixxvii) [Reserved]the notification of each Rating Agency, upon the failure of the Trust, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxixxxviii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent Trustee from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, Trustee under the Certificate Registrar and the Paying Agent Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(cii) provide the indemnification specified except as otherwise expressly provided in Section 8.01 of the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and Section 6.07 advances incurred or made by the Owner Trustee in accordance with any provision of the IndentureTrust Agreement (including reasonable compensation, expenses and (d) cause the Servicer disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to provide the indemnification specified in Section 8.02(e) of the Servicing Agreementits negligence or bad faith.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity Trust or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity Trust or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement1.06, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Trust, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Trust and shall be, in the Administrative Agent’s 's opinion, no less favorable to the Issuing Entity Trust than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity Trust and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Trust (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and;
(v) the removal of the Indenture Trustee; and
(vi) the provision to the Rating Agencies copies of any amendment or supplement to the Interest Rate Cap Agreement and the notification of the Interest Rate Cap Counterparty of any proposed amendment or supplement to any of the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity Trust directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2004-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192008-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved]the preparation of an Issuing Entity Request for the release of the Owner Trust Estate (Section 8.06);
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders and the Swap Counterparty with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]the notification of each Rating Agency, upon the failure of the Issuing Entity, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent Trustee from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, Trustee under the Certificate Registrar and the Paying Agent Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(cii) provide the indemnification specified except as otherwise expressly provided in Section 8.01 of the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and Section 6.07 advances incurred or made by the Owner Trustee in accordance with any provision of the IndentureTrust Agreement (including reasonable compensation, expenses and (d) cause the Servicer disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to provide the indemnification specified in Section 8.02(e) of the Servicing Agreementits negligence or bad faith.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuing Entity, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192008-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and;
(v) the removal of the Indenture Trustee;
(vi) the provision of copies of any amendment or supplement to the Interest Rate Swap Agreements to the Rating Agencies; and
(vii) the notification to the Swap Counterparty of any proposed amendment or supplement to any of the Related Documents. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders or the Swap Counterparty under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan-Infiniti Lt)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York[ ], for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B 20[●]-[●] SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee Trustee[, the [Swap Counterparty][Cap Provider]] and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with [and the [Cap Provider][Swap Counterparty]]with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B 20[●]-[●] Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders [or the Swap Counterparty] under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B 20[●]-[●] Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan-Infiniti Lt)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);; (NALT 20[•]-[•] Trust Administration Agreement)
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B 20[•]-[•] SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s ’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s ’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in (NALT 20[•]-[•] Trust Administration Agreement) connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xixxviii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xxxix) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxixx) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxiixxi) [Reserved]the preparation of an Issuing Entity Request for the release of the Owner Trust Estate (Section 8.06);
(xxiiixxii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with [and the [Cap Provider][Swap Counterparty]]with respect thereto (Sections 9.01 and 9.02);
(xxivxxiii) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxvxxiv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvixxv) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxviixxvi) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviiixxvii) [Reserved]the notification of each Rating Agency, upon the failure of the Issuing Entity, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxixxxviii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust (NALT 20[•]-[•] Trust Administration Agreement) Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuing Entity, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B 20[•]-[•] Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved]The Administrative Agent shall advise the Owner Trustee in all regards with respect to its duties pursuant to any Currency Swap Agreement into which the Issuing Entity enters pursuant to Section 5.02(f) of the Trust Agreement, including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to (NALT 20[•]-[•] Trust Administration Agreement) be reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(f) of the Trust Agreement, if the Trust Certificateholders notify the Administrative Agent with respect to the Issuing Entity’s election to enter into such a Currency Swap Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency Swap Agreement on behalf of the Issuing Entity.
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders [or the Swap Counterparty] under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity Trust or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity Trust and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing EntityTrust, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Trust or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor Transferor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iiiii) the preparation of, of or obtaining of or filing of all instruments, opinions the documents and certificates or other documents instruments required for execution and authentication of the release Notes and delivery of Collateral the same to the Indenture Trustee (Section 2.082.02);
(iviii) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(viv) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(viv) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(viivi) the obtaining and preservation of the Issuing Entity’s Trust's qualifications to do business (Section 3.04);
(viiivii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ixviii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual Trust Administration Agreement delivery of the Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(xix) the identification to the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuing Entity Trust has contracted to perform its duties under the Indenture (Section 3.07(b));
(xix) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192004-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xiixi) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiiixii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer's consolidation or merger with or into any other Person (Section 3.15(a));
(xivxiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer's conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xvxiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity Trust from its obligations under the Indenture (Section 4.01);
(xvixv) the monitoring of the Issuing Entity’s Trust's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviixvi) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviiixvii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xixxviii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xxxix) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxixx) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05); Trust Administration Agreement
(xxi) the preparation of an Issuer Request for the release of the Owner Trust Estate (Section 8.06);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto indentures (Sections 9.01 and 9.02);
(xxivxxiii) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxvxxiv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvixxv) the preparation and delivery of all Officer’s 's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity Trust to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxviixxvi) the preparation and delivery of Officer’s 's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviiixxvii) [Reserved]the notification of each Rating Agency, upon the failure of the Trust, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxixxxviii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent Trustee from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, Trustee under the Certificate Registrar and the Paying Agent Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(cii) provide the indemnification specified except as otherwise expressly provided in Section 8.01 of the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and Section 6.07 advances incurred or made by the Owner Trustee in accordance with any provision of the IndentureTrust Agreement (including reasonable compensation, expenses and (d) cause the Servicer disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to provide the indemnification specified in Section 8.02(e) of the Servicing Agreementits negligence or bad faith.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity Trust or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity Trust or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement1.06, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Trust, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Trust and shall be, in the Administrative Agent’s 's opinion, no less favorable to the Issuing Entity Trust than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity Trust and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Trust (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and;
(v) the removal of the Indenture Trustee; and
(vi) the provision to the Rating Agencies copies of any amendment or supplement to the Interest Rate Cap Agreement and the notification of the Interest Rate Cap Counterparty of any proposed amendment or supplement to any of the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity Trust directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2004-A)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents, including the delivery of information required or requested of the Issuing Entity by the Federal Reserve Bank of New York (“FRBNY”) in connection with the Notes being “eligible collateral” under TALF. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192009-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved]the preparation of an Issuing Entity Request for the release of the Owner Trust Estate (Section 8.06);
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]the notification of each Rating Agency, upon the failure of the Issuing Entity, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust);
(ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its willful misconduct, bad faith or negligence; and
(ciii) provide indemnify the indemnification specified Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuing Entity, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192009-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(kj) The In connection with TALF, the Administrative Agent will deliver to each Rating Agency notice (which shall be deemed authorized to be delivered if a copy execute and deliver on behalf of such notice has been posted on the Issuing Entity any web site maintained by NMAC pursuant documents, certificates, agreements and instruments contemplated by, related to a commitment or otherwise necessary or incidental to any Rating Agency relating to qualifying the Notes as “eligible collateral” under TALF or otherwise complying with the Issuing Entity’s obligations under or in accordance connection with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of DefinitionsTALF.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents, including the delivery of information required or requested of the Issuing Entity by the Federal Reserve Bank of New York (“FRBNY”) in connection with the Notes being “eligible collateral” under TALF. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192009-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved]the preparation of an Issuing Entity Request for the release of the Owner Trust Estate (Section 8.06);
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]the notification of each Rating Agency, upon the failure of the Issuing Entity, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent under the Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust);
(ii) except as otherwise expressly provided in the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its willful misconduct, bad faith or negligence; and
(ciii) provide indemnify the indemnification specified Owner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and agents in accordance with Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuing Entity, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192009-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(kj) The In connection with TALF, the Administrative Agent will deliver to each Rating Agency notice (which shall be deemed authorized to be delivered if a copy execute and deliver on behalf of such notice has been posted on the Issuing Entity any web site maintained by NMAC pursuant documents, certificates, agreements and instruments contemplated by, related to a commitment or otherwise necessary or incidental to any Rating Agency relating to qualifying the Notes as “eligible collateral” under TALF or otherwise complying with the Issuing Entity’s obligations under or in accordance connection with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of DefinitionsTALF.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Lease Trust 2009-B)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York[•], for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B SUBI 20[•]-[•] Series Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e8.02(f) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) 5.04 of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B 20[•]-[•] Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; and (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B 20[•]-[•] Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B 20[•]-[•] SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xixxviii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xxxix) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxixx) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxiixxi) [Reserved];
(xxiiixxii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with [and the [Cap Provider][Swap Counterparty]]with respect thereto (Sections 9.01 and 9.02);
(xxivxxiii) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxvxxiv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvixxv) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxviixxvi) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviiixxvii) [Reserved]; and
(xxixxxviii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) of the Servicing Agreement.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B 20[•]-[•] Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved]The Administrative Agent shall advise the Owner Trustee in all regards with respect to its duties pursuant to any Currency Swap Agreement into which the Issuing Entity enters pursuant to Section 5.02(f) of the Trust Agreement, including the recommendation of and retention, at its expense, of any such agents or advisors that are deemed by the Owner Trustee to be reasonably necessary to undertake its duties pursuant to any such Currency Swap Agreement. Pursuant to Section 5.02(f) of the Trust Agreement, if the Trust Certificateholders notify the Administrative Agent with respect to the Issuing Entity’s election to enter into such a Currency Swap Agreement, the Administrative Agent will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuing Entity to enter into such a Currency Swap Agreement on behalf of the Issuing Entity.
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders [or the Swap Counterparty] under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 20192013-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019200[ ]-B [ ] SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Entity’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved]the preparation of an Issuing Entity Request for the release of the Owner Trust Estate (Section 8.06);
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]the notification of each Rating Agency, upon the failure of the Issuing Entity, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent Trustee from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, Trustee under the Certificate Registrar and the Paying Agent Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(cii) provide the indemnification specified except as otherwise expressly provided in Section 8.01 of the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and Section 6.07 advances incurred or made by the Owner Trustee in accordance with any provision of the IndentureTrust Agreement (including reasonable compensation, expenses and (d) cause the Servicer disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to provide the indemnification specified in Section 8.02(e) of the Servicing Agreementits negligence or bad faith.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuing Entity, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019200[ ]-B [ ] Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and;
(v) the removal of the Indenture Trustee; and
(vi) the provision of copies of any amendment or supplement to the Rating Agencies. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan-Infiniti Lt)
Duties of the Administrative Agent. (a) The Administrative Agent agrees is hereby appointed and authorized to perform all its duties act as Administrative Agent attorney-in-fact for the Trust, and in such capacity shall manage, service, administer, dispose of and make collections on the duties Trust Assets with reasonable care, using that degree of skill and attention that it exercises with respect to comparable assets that it services for itself or others. The Trustee shall enter into any agreement as a Beneficiary may, with the consent of the Issuing Entity and Administrative Agent, direct in order to add, delete or amend any or all of the Owner Trustee under the Related Documents. In addition, obligations of the Administrative Agent shall consult with the Owner Trustee regarding the duties hereunder in respect of all or any portion of the Issuing Entity or the Owner Trustee under the Related DocumentsTrust Assets. The Administrative Agent shall monitor follow its customary standards, policies and procedures, as the performance same may change from time to time, and, unless otherwise indicated herein or in any Administration Agreement, shall have full power and authority, acting alone, to take any action in connection with such managing, servicing, administering, disposing of and collecting that it may deem necessary or desirable in the interest of the Issuing Entity and shall advise Trust. Without limiting the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance generality of the foregoing, the Administrative Agent shall take (oris hereby authorized and empowered by the Beneficiaries and the Trust to execute and deliver, on behalf of the Trust, any instrument, certificate or other document necessary or advisable to record and maintain title to the Vehicles in the case name of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity Trust or the Owner Trustee is required on behalf of the Trust and to take pursuant release interests of the Trust, the Trustee and the Beneficiaries in any Vehicle in connection with the sale or other disposition of such Vehicle as contemplated by this Agreement and the other Trust Documents. The Administrative Agent also shall be responsible for creating, maintaining and amending the Schedule of Vehicles. The Administrative Agent shall deliver to the Indenture, including, without limitation, such of the foregoing as are required Trustee (i) with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents UTI, upon request, and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by SUBI, as specified in the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)related Supplement, (b));
(xxvii) the preparation and delivery a revised Schedule of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) Vehicles. The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for is hereby authorized, in its own name, in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 name of the Trust Agreement, and Section 6.07 or in the name of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) Trustee on behalf of the Servicing Agreement.
(c) In addition Trust, to commence, defend against or otherwise participate in a Proceeding relating to or involving the duties set forth above protection or enforcement of the interest of the Trust, the Trustee on behalf of the Trust, a Beneficiary or a Holder in Sections 1.02(a) and (b)any Lease, Vehicle or other Trust Asset. If the Administrative Agent shall perform such calculations and shall prepare commence, defend against or shall cause otherwise participate in a Proceeding in its own name, then the preparation by other appropriate Persons ofTrust, and shall execute the Trustee on behalf of the Issuing Entity Trust, such Holder or the Owner Trusteesuch Beneficiary shall thereupon be deemed to have automatically assigned its interest in (including legal title to) each related Lease, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity Vehicle or the Owner Trustee is required other Trust Asset to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise to the performance extent necessary for purposes of such Proceeding. The Administrative Agent is authorized and empowered by the Trust to execute and deliver in the Administrative Agent's name any notices, demands, claims, complaints, responses, affidavits or other activities documents or instruments in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner such Proceeding. The Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, shall furnish the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if with any withholding tax is imposed on the Issuing Entity’s payments (or allocations powers of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of attorney and other documents and take any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, other steps the Administrative Agent may deem necessary or appropriate to enable it to carry out its duties under this Agreement and the other Trust Documents. If in any Proceeding it shall be responsible for performance held that the Administrative Agent may not enforce the rights of the duties Trust, the Trustee on behalf of the Owner Trustee set forth Trust, a Holder or a Beneficiary in Sections 5.03 and 9.01(c) any Lease, Vehicle or other Trust Asset on the grounds that it is not the real party in interest or a holder entitled to enforce such Lease or other relevant document or instrument, then the Trustee, on behalf of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; providedTrust, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retainingshall, at the expense direction of the Administrative Agent, Accountants acceptable take steps to enforce the Owner Trustee, which shall perform the obligations interest of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by Trust, the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required Trustee on behalf of the Issuing Entity set forth Trust, a Holder or a Beneficiary in Schedule A to the 2019-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.Lease,
Appears in 1 contract
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity Trust or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity Trust and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing EntityTrust, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Trust or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor Transferor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iiiii) the preparation of, of or obtaining of or filing of all instruments, opinions the documents and certificates or other documents instruments required for execution and authentication of the release Notes and delivery of Collateral the same to the Indenture Trustee (Section 2.082.02);
(iviii) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(viv) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(viv) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(viivi) the obtaining and preservation of the Issuing Entity’s Trust's qualifications to do business (Section 3.04);
(viiivii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ixviii) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual Trust Administration Agreement delivery of the Officer’s 's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(xix) the identification to the Indenture Trustee in an Officer’s 's Certificate of any Person with whom the Issuing Entity Trust has contracted to perform its duties under the Indenture (Section 3.07(b));
(xix) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192003-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xiixi) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiiixii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer's consolidation or merger with or into any other Person (Section 3.15(a));
(xivxiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer's conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xvxiv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity Trust from its obligations under the Indenture (Section 4.01);
(xvixv) the monitoring of the Issuing Entity’s Trust's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s 's Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xviixvi) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviiixvii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xixxviii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xxxix) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxixx) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05); Trust Administration Agreement
(xxi) the preparation of an Issuer Request for the release of the Owner Trust Estate (Section 8.06);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto indentures (Sections 9.01 and 9.02);
(xxivxxiii) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxvxxiv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvixxv) the preparation and delivery of all Officer’s 's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity Trust to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxviixxvi) the preparation and delivery of Officer’s 's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviiixxvii) [Reserved]the notification of each Rating Agency, upon the failure of the Trust, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxixxxviii) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent Trustee from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, Trustee under the Certificate Registrar and the Paying Agent Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(cii) provide the indemnification specified except as otherwise expressly provided in Section 8.01 of the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and Section 6.07 advances incurred or made by the Owner Trustee in accordance with any provision of the IndentureTrust Agreement (including reasonable compensation, expenses and (d) cause the Servicer disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to provide the indemnification specified in Section 8.02(e) of the Servicing Agreementits negligence or bad faith.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity Trust or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity Trust or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement1.06, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s Trust's payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Trust, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity Trust and shall be, in the Administrative Agent’s 's opinion, no less favorable to the Issuing Entity Trust than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “"non-ministerial matters” " shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity Trust and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity Trust (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and;
(v) the removal of the Indenture Trustee; and
(vi) the provision to the Rating Agencies copies of any amendment or supplement to the Interest Rate Cap Agreement and the notification of the Interest Rate Cap Counterparty of any proposed amendment or supplement to any of the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity Trust directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees is hereby appointed and authorized to perform all its duties act as Administrative Agent attorney-in-fact for the Trust, and in such capacity shall manage, service, administer, dispose of and make collections on the duties Trust Assets with reasonable care, using that degree of skill and attention that it exercises with respect to comparable assets that it services for itself or others. The Trustee shall enter into any agreement as a Beneficiary may, with the consent of the Issuing Entity and Administrative Agent, direct in order to add, delete or amend any or all of the Owner Trustee under the Related Documents. In addition, obligations of the Administrative Agent shall consult with the Owner Trustee regarding the duties hereunder in respect of all or any portion of the Issuing Entity or the Owner Trustee under the Related DocumentsTrust Assets. The Administrative Agent shall monitor follow its customary standards, policies and procedures, as the performance same may change from time to time, and, unless otherwise indicated herein or in any Administration Agreement, shall have full power and authority, acting alone, to take any action in connection with such managing, servicing, administering, disposing of and collecting that it may deem necessary or desirable in the interest of the Issuing Entity and shall advise Trust. Without limiting the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance generality of the foregoing, the Administrative Agent shall take (oris hereby authorized and empowered by the Beneficiaries and the Trust to execute and deliver, on behalf of the Trust, any instrument, certificate or other document necessary or advisable to record and maintain title to the Vehicles in the case name of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity Trust or the Owner Trustee is required on behalf of the Trust and to take pursuant release interests of the Trust, the Trustee and the Beneficiaries in any Vehicle in connection with the sale or other disposition of such Vehicle as contemplated by this Agreement and the other Trust Documents. The Administrative Agent also shall be responsible for creating, maintaining and amending the Schedule of Vehicles. The Administrative Agent shall deliver to the Indenture, including, without limitation, such of the foregoing as are required Trustee (i) with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents UTI, upon request, and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019-B SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved];
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by SUBI, as specified in the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)related Supplement, (b));
(xxvii) the preparation and delivery a revised Schedule of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]; and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) Vehicles. The Administrative Agent shall (a) pay the Indenture Trustee from time to time the reasonable compensation provided for is hereby authorized, in its own name, in the Indenture with respect to services rendered by the Indenture Trustee, (b) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (c) provide the indemnification specified in Section 8.01 name of the Trust Agreement, and Section 6.07 or in the name of the Indenture, and (d) cause the Servicer to provide the indemnification specified in Section 8.02(e) Trustee on behalf of the Servicing Agreement.
(c) In addition Trust, to commence, defend against or otherwise participate in a Proceeding relating to or involving the duties set forth above protection or enforcement of the interest of the Trust, the Trustee on behalf of the Trust, a Beneficiary or a Holder in Sections 1.02(a) and (b)any Lease, Vehicle or other Trust Asset. If the Administrative Agent shall perform such calculations and shall prepare commence, defend against or shall cause otherwise participate in a Proceeding in its own name, then the preparation by other appropriate Persons ofTrust, and shall execute the Trustee on behalf of the Issuing Entity Trust, such Holder or the Owner Trusteesuch Beneficiary shall thereupon be deemed to have automatically assigned its interest in (including legal title to) each related Lease, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity Vehicle or the Owner Trustee is required other Trust Asset to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise to the performance extent necessary for purposes of such Proceeding. The Administrative Agent is authorized and empowered by the Trust to execute and deliver in the Administrative Agent's name any notices, demands, claims, complaints, responses, affidavits or other activities documents or instruments in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner such Proceeding. The Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, shall furnish the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if with any withholding tax is imposed on the Issuing Entity’s payments (or allocations powers of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of attorney and other documents and take any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, other steps the Administrative Agent may deem necessary or appropriate to enable it to carry out its duties under this Agreement and the other Trust Documents. If in any Proceeding it shall be responsible for performance held that the Administrative Agent may not enforce the rights of the duties Trust, the Trustee on behalf of the Owner Trustee set forth Trust, a Holder or a Beneficiary in Sections 5.03 and 9.01(c) any Lease, Vehicle or other Trust Asset on the grounds that it is not the real party in interest or a holder entitled to enforce such Lease or other relevant document or instrument, then the Trustee, on behalf of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; providedTrust, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retainingshall, at the expense direction of the Administrative Agent, Accountants acceptable take steps to enforce the Owner Trustee, which shall perform the obligations interest of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by Trust, the Administrative Agent under Trustee on behalf of the Trust, a Holder or a Beneficiary in such Lease, Vehicle or other Trust AgreementAsset, including bringing suit in its own name or in the name of the Related Beneficiary or related Holder. The Administrative Agent shall perform all duties and obligations applicable to advance the costs or required of the Issuing Entity set forth in Schedule A to the 2019-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms expenses of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable action to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect Trustee, subject to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement reimbursement to the Indenture;
(ii) the initiation of extent provided in any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this related Administration Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity Trust or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity Trust and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity Trust and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing EntityTrust, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity Trust or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing EntityTrust’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity Trust has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 2019200[ ]-B [ ] SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer’s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s Issuer’s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity Trust from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing EntityTrust’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved]the preparation of an Issuer Request for the release of the Owner Trust Estate (Section 8.06);
(xxiii) the preparation of Issuing Entity Issuer Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders with respect thereto indentures (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity Trust to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]the notification of each Rating Agency, upon the failure of the Trust, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent Trustee from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, Trustee under the Certificate Registrar and the Paying Agent Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(cii) provide the indemnification specified except as otherwise expressly provided in Section 8.01 of the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and Section 6.07 advances incurred or made by the Owner Trustee in accordance with any provision of the IndentureTrust Agreement (including reasonable compensation, expenses and (d) cause the Servicer disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to provide the indemnification specified in Section 8.02(e) of the Servicing Agreementits negligence or bad faith.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity Trust or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity Trust or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity Trust or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2019-B Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(j) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
Duties of the Administrative Agent. (a) The Administrative Agent agrees to perform all its duties as Administrative Agent and the duties of the Issuing Entity and the Owner Trustee under the Related Documents. In addition, the Administrative Agent shall consult with the Owner Trustee regarding the duties of the Issuing Entity or the Owner Trustee under the Related Documents. The Administrative Agent shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuing Entity and the Owner Trustee under the Related Documents. The Administrative Agent shall prepare for execution by the Issuing Entity, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and opinions that it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Documents. In addition, the Administrative Agent or the Depositor shall execute and deliver any filings, certificates, affidavits or other instruments required under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, to the extent permitted by applicable law. In furtherance of the foregoing, the Administrative Agent shall take (or, in the case of the immediately preceding sentence, cause to be taken) all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Indenture, including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture):
(i) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
(iii) preparation of, obtaining of or filing of all instruments, opinions and certificates or other documents required for the release of Collateral (Section 2.08);
(iv) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02);
(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
(vi) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
(vii) the obtaining and preservation of the Issuing Entity’s qualifications to do business (Section 3.04);
(viii) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate (Section 3.05);
(ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, if requested, as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
(x) the identification to the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.07(b));
(xi) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the 20192007-B A SUBI Assets, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
(xii) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Indenture Default (Section 3.11);
(xiii) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s consolidation or merger with or into any other Person (Section 3.15(a));
(xiv) the delivery of prior written notice to each Rating Agency of the Issuing Entity ‘s conveyance or transfer of any of its properties or assets to any Person (Section 3.15(b));
(xv) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Section 4.01);
(xvi) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
(xvii) the preparation and delivery of notice to the Rating Agencies of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
(xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10);
(xix) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
(xx) the furnishing of certain reports with the Indenture Trustee (Section 7.03);
(xxi) the taking of all other actions necessary with respect to the investment of funds in the Note Distribution Account (Sections 8.02 and 8.05);
(xxii) [Reserved]the preparation of an Issuing Entity Request for the release of the Owner Trust Estate (Section 8.06);
(xxiii) the preparation of Issuing Entity Requests and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures, and the mailing of notices to the Noteholders and the Swap Counterparty with respect thereto (Sections 9.01 and 9.02);
(xxiv) the execution of new Notes conforming to any supplemental indenture (Section 9.05);
(xxv) the duty to notify each Rating Agency of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
(xxvi) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture (Section 11.01(a), (b));
(xxvii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b));
(xxviii) [Reserved]the notification of each Rating Agency, upon the failure of the Issuing Entity, the Owner Trustee or the Indenture Trustee to give such notification, of any information required pursuant to Section 11.04 of the Indenture (Section 11.04); and
(xxix) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11).
(b) The Administrative Agent shall shall:
(a) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee, (bi) pay the Owner Trustee, the Certificate Registrar and the Paying Agent Trustee from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, Trustee under the Certificate Registrar and the Paying Agent Trust Agreement (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); and
(cii) provide the indemnification specified except as otherwise expressly provided in Section 8.01 of the Trust Agreement, reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and Section 6.07 advances incurred or made by the Owner Trustee in accordance with any provision of the IndentureTrust Agreement (including reasonable compensation, expenses and (d) cause the Servicer disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to provide the indemnification specified in Section 8.02(e) of the Servicing Agreementits negligence or bad faith.
(c) In addition to the duties set forth above in Sections 1.02(a) and (b), the Administrative Agent shall perform such calculations and shall prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuing Entity or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that the Issuing Entity or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that the Issuing Entity or the Owner Trustee is required to take pursuant to the Related Documents. Subject to Section 1.06 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrative Agent.
(d) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 5.02(d) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04(a) of the Trust Agreement with respect to accounting and reports to Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns.
(f) The Administrative Agent shall satisfy its obligations with respect to clauses (d) and (e) above by retaining, at the expense of the Issuing Entity, payable by the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder.
(g) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 20192007-B A Servicing Supplement in accordance with the terms and conditions thereof.
(h) [Reserved].
(i) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.
(ji) With respect to matters that in the reasonable judgment of the Administrative Agent are non-ministerial, the Administrative Agent shall not take any action unless within a reasonable time before the taking of such action the Administrative Agent shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:
(i) amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity (other than in connection with the collection of the Leases);
(iii) the amendment, change or modification of the Related Documents;
(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrative Agents or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and;
(v) the removal of the Indenture Trustee;
(vi) the provision of copies of any amendment or supplement to the Interest Rate Swap Agreement to the Rating Agencies; and
(vii) the notification to the Swap Counterparty of any proposed amendment or supplement to any of the Related Documents. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not be obligated to, and shall not, (i) make any payments to the Noteholders or the Swap Counterparty under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.02 of the Indenture, (iii) take any other action that the Issuing Entity directs the Administrative Agent not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.
(k) The Administrative Agent will deliver to each Rating Agency notice (which shall be deemed to be delivered if a copy of such notice has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240.17g-5(a)(3)) of (i) any Servicer Default pursuant to Section 3.07(d) of the Indenture; (ii) any breach of perfection representations pursuant to Section 3.18(c) of the Indenture; (iii) any declaration that the principal of the Notes has been accelerated pursuant to Section 5.02 of the Indenture; (iv) any Indenture Default of which it has been provided notice pursuant to Section 6.05 of the Indenture; (v) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (vi) unaudited report it has been provided pursuant to Section 8.04(f) of the Indenture; (vii) any final payment of Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (viii) any resignation of the Owner Trustee of which it has been provided notice pursuant to Section 10.02 of the Trust Agreement; (ix) any resignation or removal of the Owner Trustee pursuant to Section 10.02 of the Trust Agreement; (x) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xi) any Servicer Default of which it has been provided notice pursuant to Section 8.12(c) of the 2019-B Servicing Supplement; and (xii) any amendment to the Agreement of Definitions pursuant to Section 1.04(g) of the Agreement of Definitions.
Appears in 1 contract
Samples: Trust Administration Agreement (Nissan Auto Leasing LLC Ii)
